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Filed Pursuant to Rule 424(b)(3)
Registration No. 333-34490
PROSPECTUS
834,004 SHARES
INFOCURE CORPORATION
COMMON STOCK
We are a leading national provider of healthcare practice management
software products and services to targeted healthcare practice specialties.
These shares of common stock are being offered by the selling stockholders
identified in this prospectus. We issued the shares to the selling stockholders
in connection with acquisitions of companies previously owned by the selling
stockholders.
The selling stockholders may offer their shares of common stock through
public or private transactions, in the over-the-counter markets, on any
exchanges on which our common stock is traded at the time of sale, at prevailing
market prices or at privately negotiated prices. The shares may be sold directly
or through agents or broker-dealers acting as principal or agent, or in block
trades or through one or more underwriters on a firm commitment or best efforts
basis. The selling stockholders may engage underwriters, brokers, dealers or
agents, who may receive commissions or discounts from the selling stockholders.
We will pay substantially all of the expenses incident to the registration of
the shares, except for sales commissions and other seller's compensation
applicable to sales of the shares.
The selling stockholders and any underwriters, agents or broker-dealers
that participate with the selling stockholders in the distribution of the common
stock may be deemed to be "underwriters" within the meaning of the Securities
Act of 1933, and any commissions received by them and any profit on the resale
of the common stock may be deemed to be underwriting commissions or discounts
under the Securities Act.
Our common stock is traded on The Nasdaq Stock Market under the symbol
"INCX." The closing price of our common stock on May 11, 2000, was $6.00 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING
ON PAGE 3 FOR A DISCUSSION OF THESE RISKS.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED IF
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this prospectus is May 11, 2000.
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TABLE OF CONTENTS
PAGE
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InfoCure.................................................... 1
Risk Factors................................................ 3
Use of Proceeds............................................. 10
Selling Stockholders........................................ 10
Plan of Distribution........................................ 11
Legal Matters............................................... 12
Experts..................................................... 12
Where You Can Find More Information......................... 13
Incorporation of Certain Documents by Reference............. 13
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO
WHICH IT RELATES OR AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY SUCH
SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS UNLAWFUL.
NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER
ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF INFOCURE SINCE THE DATE HEREOF OR THAT THE INFORMATION CONTAINED
HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.
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INFOCURE
We are a leading national provider of healthcare practice management
software products and services to targeted healthcare practice specialties. Our
systems are used primarily by small to mid-size medical practices within the
following practice areas:
- anesthesiology,
- dental,
- dermatology and plastic surgery,
- emergency medicine,
- general medical,
- oral and maxillofacial surgery,
- ophthalmology,
- orthodontics,
- pathology,
- pediatrics,
- podiatry, and
- radiology.
Our systems include software and related hardware, ongoing training and
support and electronic data interchange, or "EDI" services. These systems are
designed to increase the quality and reduce the cost of providing care by
allowing physicians to manage their practices more efficiently and reduce the
administrative burdens created by an increasingly complex healthcare
environment.
We are currently reorganizing our business to facilitate changes in our
pricing of practice management software products, our delivery of these products
to customers and the scope of our product offerings. As part of the
reorganization, we restructured our business into a medical division, which we
have named VitalWorks, and a dental division, which we have named PracticeWorks.
We also intend to develop new practice management software applications that can
be delivered through the application services provider, or "ASP," delivery
model. In the ASP delivery model, we would remotely host applications from an
offsite central server which physicians would access over dedicated lines,
virtual private networks or the Internet. We also intend to offer our new
practice management applications through installations directly in physicians'
offices as "practice-hosted" systems. Additionally, we intend to offer Internet
solutions that will allow our customers to utilize the Internet to enhance
office workflow and conduct business-to-business e-commerce. We are continuing
to develop our Internet solutions and to establish strategic relationships to
facilitate these product offerings.
We intend for VitalWorks to focus on the development of ASP-delivered
products and Internet solutions that are tailored to the needs of the medical
division's customers and for PracticeWorks to focus on the development of
ASP-delivered products and Internet solutions for the dental division's
customers. We intend for both VitalWorks and PracticeWorks to seek new customers
and to offer existing customers an opportunity to upgrade to their new
ASP-delivered products.
In connection with our strategy to develop ASP-delivered products, we plan
to convert to subscription-based pricing for substantially all of our products
and services. Under this
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subscription pricing model, customers will pay a fixed, monthly fee for use of
our practice management applications and Internet solutions and the computer
hardware necessary to utilize those applications and solutions. This represents
a change in our historical pricing model in which customers were charged an
initial licensing fee for use of practice management products and continuing
maintenance, support and EDI transaction fees. We intend to begin offering
substantially all of our products and services on the subscription pricing model
in the second quarter of 2000. We will initially continue to derive
substantially all of our revenue from hardware and software maintenance and
support fees and EDI transaction fees that will be paid by our existing
customers. As a result of the transition to subscription pricing model, we
expect to see a decline in one-time revenue from software license fees and
hardware sales, replaced over time by monthly subscription fees. In addition, we
expect revenue from maintenance, support and EDI transaction fees from existing
customers to decline and be replaced by subscription fees as existing customers
convert to the subscription pricing model. We expect the percentage of our
revenue that is recurring in nature to increase substantially as a result of the
change to a subscription pricing model.
This reorganization of InfoCure, the change in our product strategy to
develop and offer ASP-delivered products and Internet solutions and the
transition to a subscription pricing model involves certain risks and
assumptions. We cannot assure you that we will successfully implement these
changes in our organization, product strategy or pricing model or that the
changes will not have a material adverse effect on our business, financial
condition or results of operations. See "Risk Factors" beginning on page 3.
Our principal offices are located at 1765 The Exchange, Suite 500, Atlanta,
Georgia 30339, and our telephone number is (770) 221-9990.
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RISK FACTORS
This prospectus contains certain forward-looking statements and information
relating to InfoCure that are based on the beliefs of management as well as
assumptions made by and information currently available to management. When used
in this prospectus, the words "anticipate", "believe", "estimate", "expect",
"intend", "plan", or any similar expressions, as they relate to InfoCure or our
management, or the management of any of our businesses, are intended to identify
forward-looking statements. Such statements reflect our current views with
respect to future events and are subject to certain risks, uncertainties and
assumptions. Should one or more of these risks or uncertainties materialize, or
should underlying assumptions prove incorrect, actual results may vary
materially from those described herein as anticipated, believed, estimated,
expected, intended or planned. We do not intend to update these forward-looking
statements. The following risk factors set forth some of the factors that could
cause our actual results to differ materially from the expected results
described in our forward-looking statements.
WE HAVE RECENTLY INCURRED LOSSES AND EXPECT TO CONTINUE TO INCUR LOSSES FOR THE
FORESEEABLE FUTURE.
We had net losses of $11.2 million for the three months ended March 31,
2000. We expect the transition to a subscription pricing model to continue to
adversely impact our cash flow until revenue from subscription fees replaces
revenue from software license fees and hardware sales. We also expect to incur
increased marketing and sales expenses in connection with offering our ASP
products and Internet solutions. As a result, based on current estimates, we
expect to continue to incur net losses for the foreseeable future.
OUR QUARTERLY OPERATING RESULTS MAY VARY AND IN THE PAST WE HAVE EXPERIENCED
LOSSES.
Our operating results may vary significantly from quarter to quarter. In
addition, we have experienced historical losses. Our operating results will be
influenced by such factors as:
- our success in appropriately pricing and transitioning to the
subscription pricing model;
- the rate at which our existing customers convert and new customers
subscribe to our subscription pricing model;
- our release of our ASP-delivered product and Internet solutions and
the rate of adoption of these products and services by new and
existing customers;
- the timing of and charges associated with completed acquisitions or
other events;
- changes in customer purchasing patterns;
- competition;
- the timing of and cost related to development our new products;
- the length of sales cycles; and
- the levels of advertising and promotional expenditures.
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OUR SUBSCRIPTION PRICING MODEL IS UNPROVEN AND OUR SUCCESS DEPENDS ON ACCEPTANCE
OF THIS MODEL AND OUR ABILITY TO SET OUR SUBSCRIPTION FEES AT APPROPRIATE
LEVELS.
Potential customers may not accept our subscription pricing model. The
success of our subscription pricing model depends on our ability to set
subscription fees at rates that will allow us to achieve profitability. The
markets for practice management applications delivered through subscription
pricing are relatively new and evolving. There are relatively few similar
products whose subscription fees we can evaluate in setting our fees and the
providers of those products have also had to set their fees in the context of an
undeveloped market. As a result, we have limited information from which to
evaluate the appropriate level for our subscription fees and we may fail to set
our subscription fees at levels that enable us to become profitable. In
addition, we will enter into multi-year agreements with subscribers pursuant to
which subscription fees or increases in fees will be locked-in typically for
five years, limiting our ability to increase our subscription fees for those
subscribers. If we fail to appropriately price our subscription fees, achieving
profitability could take longer than expected or we may never achieve
profitability.
OUR ASP PRODUCT STRATEGY IS UNPROVEN AND CUSTOMERS MAY NOT RESPOND FAVORABLY TO
OUR NEW PRODUCTS.
Providing software applications to physicians through the ASP delivery
model is a business that has only recently begun to develop, and this concept
may not achieve acceptance in the market. In order to successfully sell our
ASP-delivered products, we will need to convince new and existing customers that
the features of these products justify their cost, as well as the time and
administrative expense required to convert to these products. If we are
unsuccessful or if the market for our ASP-delivered products does not grow or
grows slowly, achieving profitability could take longer than expected or we may
never achieve profitability. Achieving market acceptance for these products will
require substantial sales and marketing efforts and expenditure of significant
funds to increase awareness and demand by our target customers. In addition, our
potential customers may have made extensive investment in hardware, software and
training for existing systems. As a result, they may be unwilling to adopt new
systems. Further, our potential customers could perceive that our ASP-delivered
products will not adequately or cost-effectively address their requirements.
THE FAILURE TO SUCCESSFULLY COMPLETE THE DEVELOPMENT OF OUR INTERNET SOLUTIONS
AND ENTER INTO STRATEGIC RELATIONSHIPS COULD HARM OUR BUSINESS AND LIMIT OUR
POTENTIAL GROWTH.
Our ability to attract new customers may be dependent upon our ability to
complete the development of our Internet solutions. In addition, our ability to
offer some Internet solutions is contingent upon our entering into strategic
relationships. If we are unsuccessful in completing the development of our
Internet solutions or fail to enter into strategic relationships, the offering
of these products may be delayed or these products may never become available.
OUR ASP PRODUCT STRATEGY IS DEPENDENT UPON THE CONTINUED DEVELOPMENT OF THE
INTERNET.
Our ability to offer ASP-delivered products that can be accessed over the
Internet and our Internet solutions on a widespread basis depends on our
potential customers having access to Internet connections with the necessary
speed, bandwidth and data capacity. The availability of this Internet access
will depend on others for the ongoing development of
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the Internet infrastructure, including the necessary speed, bandwidth, data
capacity and security, as well as timely development of complementary products
for providing reliable Internet access and service. We cannot predict whether
the Internet will evolve to the point where our customers will be able to take
full advantage of the services we offer. If the Internet fails to develop into
an efficient medium for these transactions, our ASP product strategy will be
unsuccessful.
OUR SYSTEMS MAY BE VULNERABLE TO SECURITY BREACHES AND VIRUSES.
The success of our strategy to offer ASP-delivered products and Internet
solutions depends on the confidence of our customers in our ability to securely
transmit confidential information. Any failure to provide secure electronic
communication services could harm our business and reputation. Our ASP-delivered
products and Internet solutions will rely on encryption, authentication and
other security technology licensed from third parties to achieve secure
transmission of confidential information. We may not be able to stop
unauthorized attempts to gain access to or disrupt the transmission of
communications by our customers. Anyone who is able to circumvent our security
measures could misappropriate confidential user information or interrupt our, or
our customers', operations. In addition, our ASP-delivered products may be
vulnerable to viruses, physical or electronic break-ins, and similar
disruptions.
WE PLAN TO EXPAND RAPIDLY AND IT MAY BE DIFFICULT TO MANAGE OUR GROWTH.
We intend to rapidly grow our business. However, we cannot be sure that we
will successfully manage our growth. In order to successfully manage our growth,
we must:
- expand and enhance our administrative infrastructure
- improve our management, financial and information systems and controls
- expand, train and manage our employees effectively
Continued growth could place a further strain on our management, operations
and financial resources. There will also be additional demands on our sales,
marketing and administrative resources as we increase our product offerings and
expand our target markets and customers. We cannot assure you that our operating
and financial control systems, administrative infrastructure, facilities and
personnel will be adequate to support our future operations or to effectively
adapt to future growth. If we cannot manage our growth effectively, our business
may be harmed.
OUR GROWTH COULD BE LIMITED IF WE ARE UNABLE TO ATTRACT AND RETAIN QUALIFIED
PERSONNEL.
We believe our success depends largely on our ability to attract and retain
highly skilled technical, managerial and marketing personnel to develop our
products and services. Individuals with the information technology skills we
need to further develop our products and services are in short supply and
competition for qualified personnel is particularly intense. We may not be able
to hire the necessary personnel to implement our business strategy, or we may
need to pay higher compensation for employees than we currently expect. There
can be no assurance we will succeed in attracting and retaining the personnel we
need to continue to grow and to implement our business strategy. In addition, we
depend on the performance of our executive officers and other key employees. The
loss
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of any member of our senior management team could negatively impact our ability
to execute our new product strategy and subscription pricing model.
IF WE ARE UNABLE TO PROTECT OUR INTELLECTUAL PROPERTY RIGHTS FROM THIRD PARTY
CHALLENGES, IT MAY SIGNIFICANTLY IMPAIR OUR COMPETITIVE POSITION.
We rely on a combination of copyright, trademark and trade secret laws and
restrictions on disclosure to protect the intellectual property rights related
to our software applications. Our software technology is not patented and
existing copyright laws offer only limited practical protection. In addition, we
have not generally entered into confidentiality agreements with our employees.
We cannot guarantee that the legal protections that we rely on will be adequate
to prevent misappropriation of our technology. Further, these protections do not
prevent independent third-party development of competitive products or services.
Unauthorized parties may attempt to copy or otherwise obtain and use our
products or technology. Monitoring use of our products is difficult, and we
cannot assure you that the steps we have taken will prevent unauthorized use of
our technology, particularly in foreign countries where the laws may not protect
our proprietary rights as fully as in the United States.
INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS AGAINST US COULD BE COSTLY TO DEFEND
AND COULD DIVERT MANAGEMENT'S ATTENTION AWAY FROM OUR BUSINESS.
As the number of software products in our target markets increases and as
the functionality of these products overlaps, we may become increasingly subject
to the threat of infringement claims. We cannot guarantee that third parties
will not assert infringement claims against us in the future. Any infringement
claims alleged against us, even if without merit, can be time-consuming and
expensive to defend. Any infringement claims may divert management's attention
and resources and could also cause delays in the delivery of our applications to
our customers. Settlement of any infringement claims could require us to enter
into costly royalty or licensing agreements. If a claim of product infringement
against us was successful and we were unable to license the infringing or
similar technology, our business, financial condition and results of operations
could be harmed.
WE MAY UNDERTAKE ACQUISITIONS WHICH CAN POSE RISKS TO OUR BUSINESS.
We may undertake acquisitions if we identify companies with complementary
applications, services, businesses or technologies. We may be unable to retain
the acquired companies' personnel or integrate them into our company. Our
profitability may suffer because of acquisition-related costs or amortization of
acquired goodwill and other intangible assets. Similarly, the time and expense
associated with finding suitable and compatible companies to enhance our product
offering could disrupt our ongoing business and divert our management's focus.
WE MAY FACE DIFFICULTIES INTEGRATING ACQUIRED BUSINESSES.
Our successful integration of the businesses we have acquired is critical
to our future success. Integrating the management and operations of acquired
businesses is time consuming, and we cannot guarantee that we will achieve any
of the anticipated synergies and other benefits expected to be realized from
these acquisitions.
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TECHNOLOGY SOLUTIONS MAY CHANGE FASTER THAN WE ARE ABLE TO UPDATE OUR
TECHNOLOGY.
The healthcare software application market in which we compete is
characterized by rapidly changing technology, evolving industry standards,
emerging competition and the frequent introduction of new services, software and
other products. Our success depends partly on our ability to:
- develop new or enhance existing applications, software and services to
meet our customers' changing needs in a timely and cost-effective way;
- respond effectively to technological changes and new product offerings
of our competitors; and
- develop relationships with strategic partners necessary to offer our
Internet solutions and ASP-delivered products;
We cannot assure you that we will be able to accomplish any or all of these
goals. Many of our competitors may develop products or technologies that are
better or more attractive than ours or that may render our technology or
applications obsolete. If we do not succeed in adapting our technology, our
business could be harmed.
WE ARE SUBJECT TO GOVERNMENT REGULATION AND LEGAL UNCERTAINTIES.
Legislation currently being considered at the federal level could impact
the manner in which we conduct our business. The Health Insurance Portability
and Accountability Act of 1996, known as HIPAA, mandates the adoption of
national standards for the transmission of certain types of medical information
and the data elements used in such transmissions and to insure the integrity and
confidentiality of such information. On November 3, 1999, the Secretary of
Health and Human Services promulgated regulations to protect the privacy of
electronically transmitted or maintained, individually identifiable health
information. We believe our products will enable compliance with the proposed
regulations but cannot assure you that we will be able to comply with those
proposed regulations in a timely manner or at all. Moreover, until the proposed
regulations become final, they could change, which could require us to expend
additional resources to comply with the revised standards and we may not be able
to comply with the revised standards in a timely manner or at all. If any of our
products or services are subject to those regulations, we may be required to
incur additional expenses in order to comply with these requirements, and we may
not be able to comply with them in a timely manner or at all. In addition, the
success of our compliance efforts may also be dependent on the success of
healthcare participants in dealing with the standards. If we are unable to
comply with regulations implementing HIPAA in a timely manner or at all, the
sale of our products and our business could be harmed.
The United States Food and Drug Administration, or "FDA", is responsible
for assuring the safety and effectiveness of medical devices under the Federal
Food, Drug and Cosmetic Act. Computer applications and software are considered
medical devices and are subject to regulation by the FDA when they are
indicated, labeled or intended to be used in the diagnosis of disease or other
conditions, or in the cure, mitigation, treatment or prevention of disease, or
are intended to affect the structure or function of the body. We do not believe
any of our current products or services are subject to FDA regulation as medical
devices; however, we plan to expand our product and service offerings into areas
that may be subject to FDA regulation. We have no experience in complying with
FDA regulations. Our compliance with such FDA regulations could prove to be time
consuming,
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burdensome and expensive, which could adversely affect our ability to introduce
new applications or services in a timely manner.
In addition, we may become subject to additional government regulations in
connection with our changing product strategy. Laws and regulations directly
applicable to communications or commerce over the Internet are becoming more
prevalent. Laws and regulations may be adopted with respect to the Internet or
other online services covering issues such as user privacy, pricing, content,
copyrights, distribution and characteristics, and quality of products and
services. Because of the increasing use of the Internet as a communication and
commercial medium, the government has adopted and may adopt additional laws and
regulations with respect to the Internet covering such areas as user privacy,
pricing, content, taxation, copyright protection, distribution and
characteristics and quality of production and services.
CHANGES IN STATE AND FEDERAL LAWS RELATING TO CONFIDENTIALITY OF PATIENT MEDICAL
RECORDS COULD LIMIT OUR CUSTOMERS' ABILITY TO USE OUR SERVICES.
We cannot assure you that changes to state or federal laws will not
materially restrict the ability of healthcare providers to submit information
from patient records using our applications. Such restrictions would decrease
the value of our applications to our customers, which could materially harm our
business. The confidentiality of patient records and the circumstances under
which records may be released for inclusion in our databases are subject to
substantial regulation by state governments. These state laws and regulations
govern both the disclosure and the use of confidential patient medical record
information. Although compliance with these laws and regulations is at present
principally the responsibility of the healthcare provider, regulations governing
patient confidentiality rights are evolving rapidly. Additional legislation
governing the dissemination of medical record information has been proposed at
both the state and federal level. This legislation may require holders of this
information to implement security measures. Such legislation might require us to
make substantial expenditures to implement such measures.
CHANGES IN THE REGULATORY AND ECONOMIC ENVIRONMENT IN THE HEALTHCARE INDUSTRY
COULD ADVERSELY AFFECT OUR BUSINESS.
The healthcare industry is highly regulated and is subject to changing
political, economic and regulatory influences. These factors affect the
purchasing practices and operation of healthcare organizations. Changes in
current healthcare financing and reimbursement systems could require us to make
unplanned enhancements of applications or services, or result in delays or
cancellations of orders or in the revocation of endorsement of our services by
our strategic partners and others. Federal and state legislatures have
periodically considered programs to reform or amend the U.S. healthcare system
at both the federal and state level. These programs may contain proposals to
increase governmental involvement in healthcare, lower reimbursement rates or
otherwise change the environment in which healthcare industry participants
operate. Healthcare industry participants may respond by reducing their
investments or postponing investment decisions, including investments in our
applications and services.
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COMPETITION COULD REDUCE REVENUE FROM OUR PRODUCTS AND SERVICES.
Our principal competitors include both national and regional practice
management systems vendors. Currently, the practice management systems industry
in the United States is characterized by a large number of relatively small,
regionally-focused companies, comprising a highly fragmented industry with only
a few national vendors. Smaller, regionally-focused companies typically market
their products to a single practice specialty. Until recently, larger, national
vendors have targeted primarily large healthcare providers. We believe that the
larger, national vendors may broaden their markets to include both small and
large healthcare providers. The healthcare information technology industry is
consolidating, which has resulted in large, well-capitalized companies that have
not historically been providers of practice management systems entering into the
practice management systems market. In addition, we compete with national and
regional providers of computerized billing, insurance processing and record
management services to healthcare practices. As the market for our products and
services expands, additional competitors are likely to enter this market.
InfoCure believes that the primary competitive factors in its markets are:
- product features and functionality;
- customer service, support and satisfaction;
- price;
- ongoing product enhancements; and
- the reputation and stability of the vendor.
Some national competitors have greater financial, development, technical,
marketing and sales resources than InfoCure. If competition in the practice
management systems industry intensifies, our results of operations may suffer
and we may be required to lower the prices of our products and services.
OUR NEW PRODUCT STRATEGY AND SUBSCRIPTION PRICING MODEL WILL REQUIRE ADDITIONAL
FINANCING WHICH MAY NOT BE AVAILABLE.
Our transition to the subscription pricing model will initially adversely
impact our cash flow until subscription fees replace the decline in one-time
revenue from license fees and hardware sales. In addition, we expect to incur
increased marketing and sales expense in connection with the rollout of our
ASP-delivered products and Internet solutions. Adequate financing for these
needs may not be available to us.
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USE OF PROCEEDS
The proceeds from the sale of the common stock offered pursuant to this
prospectus are solely for the account of the selling stockholders identified in
this prospectus. We will not receive any proceeds from the sale of the shares
from the selling stockholders.
SELLING STOCKHOLDERS
The selling stockholders received their shares of common stock in
transactions with InfoCure as follows:
- 105,316 shares of common stock offered by this prospectus by Joseph
V. Hafner were issued in connection with the merger with Ardsley
M.I.S., Inc., d/b/a Glentec Business Computers, Inc. on August 17,
1999;
- 464,222 shares of common stock offered by this prospectus by Hans K.
Habermeier, Robert C. Runde and Richard A. Weintraub were issued in
connection with the merger with Medfax Corporation on August 30,
1999;
- 130,771 shares of common stock offered by this prospectus by Joseph
J. Memminger were issued in connection with the merger with
Scientific Data Management, Inc. on August 31, 1999; and
- up to 133,695 shares of common stock offered by this prospectus will
be issued pursuant to the terms of a convertible note issued in
connection with our acquisition of The Healthcare Systems Division
of The Reynolds and Reynolds Company on October 23, 1998.
The shares of common stock offered by The Reynolds and Reynolds Company
will be issued to The Reynolds and Reynolds Company during May, 2000 pursuant to
the terms of the convertible note. All of the remaining shares of common stock
registered for sale pursuant to this prospectus are currently owned by the
selling stockholders. Messrs. Hafner and Memminger are currently employees of
InfoCure and Mr. Runde was an employee of InfoCure through December 31, 1999.
The table below sets forth information known to us with respect to
beneficial ownership of our common stock as of March 28, 2000 by each selling
stockholder. The table below assumes that the selling stockholders sell all of
the shares. Since each selling stockholder may choose not to sell his or her
shares, we are unable to state the exact number of shares that actually will be
sold.
Information with respect to "beneficial ownership" shown below is based on
information supplied by the respective beneficial owner. For purposes of
calculating the percentage beneficially owned, the shares of common stock deemed
outstanding include:
- 32,609,199 shares outstanding as of March 28, 2000; and
- shares issuable by us pursuant to options, warrants and convertible
securities held by the respective person ("Derivative Securities").
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Derivative Securities are deemed to be outstanding and to be beneficially
owned by the person holding the securities for the purpose of computing the
percentage ownership of that person but are not treated as outstanding for the
purpose of computing the percentage ownership of any other person. Unless
otherwise specified, the mailing address of each beneficial owner is c/o
InfoCure Corporation, 1765 The Exchange, Suite 500, Atlanta, Georgia 30339.
COMMON STOCK COMMON STOCK
BENEFICIALLY OWNED COMMON BENEFICIALLY OWNED
PRIOR TO THIS OFFERING STOCK TO BE AFTER THIS OFFERING
NAME AND ADDRESS OF ----------------------- SOLD IN THIS --------------------
BENEFICIAL OWNER SHARES PERCENTAGE OFFERING SHARES PERCENTAGE
- ------------------- --------- ----------- ------------------ ------- ----------
Hans K. Habermeier...... 156,726 * 156,726 -- --
Joseph V. Hafner........ 105,316 * 105,316 -- --
Joseph J. Memminger..... 225,892 * 130,771 95,121 *
Robert C. Runde......... 308,146 * 207,713 100,433 *
Richard A. Weintraub.... 149,675 * 99,783 49,892 *
The Reynolds and
Reynolds Company...... 133,695 * 133,695 -- --
- ------------------------
* Less than one percent.
PLAN OF DISTRIBUTION
This prospectus relates to the offer and sale from time to time by the
selling stockholders of shares of common stock received by these holders in
connection with certain acquisitions. We have registered the shares of common
stock for sale to provide the selling stockholders with freely tradeable
securities, but registration of these shares does not necessarily mean we will
issue any of the shares or that the selling stockholders will offer or sell the
shares.
Offer and Sale of Shares. Any of the selling stockholders may from time to
time, in one or more transactions, sell all or a portion of the common stock in
such transactions at prices then prevailing or related to the then current
market price or at negotiated prices. The offering price of the shares from time
to time will be determined by the selling stockholders and, at the time of such
determination, may be higher or lower than the market price of the shares on The
Nasdaq Stock Market or any other exchange on which the shares are traded. In
connection with an underwritten offering, underwriters or agents may receive
compensation in the form of discounts, concessions or commissions from a selling
stockholder or from purchasers of shares for whom they may act as agents, and
underwriters may sell shares to or through dealers, and such dealers may receive
compensation in the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they may act as
agents. Under agreements that may be entered into by us, underwriters, dealers
and agents who participate in the distribution of shares may be entitled to
indemnification by us against certain liabilities, including liabilities under
the Securities Act, or to contribution with respect to payments which such
underwriters, dealers or agents may be required to make in respect thereof. The
shares may be sold directly or through broker-dealers acting as principal or
agent, or pursuant to a distribution by one of more underwriters on a firm
commitment or best-efforts basis. The selling stockholders, or their pledgees,
donees,
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transferees or other successors in interest, may offer and sell their shares of
common stock in the following manner:
- on The Nasdaq Stock Market or other exchanges on which the common
stock is listed at the time of sale;
- in the over-the-counter market or otherwise at prices and at terms
then prevailing or at prices related to the then current market price;
- in underwritten offerings;
- in privately negotiated transactions;
- in a block trade in which the broker or dealer so engaged will attempt
to sell the shares as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
- a broker or dealer may purchase as principal and resell such shares
for its own account pursuant to this prospectus;
- an exchange distribution in accordance with the rules of the exchange;
or
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers.
The selling stockholder may accept and, together with any agent of the
selling stockholder, reject in whole or in part any proposed purchase of the
shares of common stock offered by this prospectus. We will not receive any
proceeds from the offering of shares by the selling stockholders.
Supplemental Prospectus Regarding Sales. To the extent required, we will
set forth in a prospectus supplement accompanying this prospectus, or, if
appropriate, in a post-effective amendment, the following information: (1) the
amount of the shares of common stock to be sold; (2) purchase prices; (3) public
offering prices; (4) the names of any agents, dealers or underwriters; and (5)
any applicable commissions or discounts with respect to a particular offer.
Compliance with Foreign and State Securities Laws. We have not registered
or qualified the shares of common stock offered by this prospectus under the
laws of any country, other than the United States. In certain states, the
selling stockholders may not offer or sell their shares of common stock unless
(1) we have registered or qualified such shares for sale in such states or (2)
we have complied with an available exemption from registration or qualification.
Also, in certain states, to comply with such state securities laws, the selling
stockholders can offer and sell their shares of common stock only through
registered or licensed brokers or dealers.
Payment of Expenses. We will pay substantially all of the expenses related
to the registration of the shares of common stock offered by this prospectus.
The selling stockholders will pay any sales commissions or other seller's
compensation applicable to these transactions.
LEGAL MATTERS
The validity of the issuance of the shares of the common stock offered by
this prospectus will be passed upon for InfoCure by King & Spalding, Atlanta,
Georgia.
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EXPERTS
The consolidated financial statements of InfoCure Corporation and its
subsidiaries incorporated by reference in this prospectus have been audited by
BDO Seidman, LLP, independent certified public accountants, to the extent and
for the periods as set forth in their reports incorporated herein by reference,
and are incorporated herein in reliance upon such reports given upon the
authority of said firm as experts in accounting and auditing.
The financial statements of The Healthcare Systems Division of The Reynolds
and Reynolds Company as of September 30, 1998 and 1997 and for the years ended
September 30, 1998, 1997 and 1996 incorporated by reference in this prospectus
from InfoCure Corporation's Registration Statement on Form S-3 (with respect to
a public offering of 3,759,000 common shares), effective April 21, 1999, have
been audited by Deloitte & Touche LLP, independent auditors, as stated in their
report, which is incorporated herein by reference, have been so incorporated and
in reliance upon the report of such firm given upon their authority as experts
in accounting and auditing.
The consolidated financial statements of Datamedic Holding Corp. and
subsidiaries as of March 31, 1999 and 1998, and for each of the years in the
three-year period ended March 31, 1999, have been incorporated by reference
herein in reliance upon the report of KPMG LLP, independent certified public
accountants, incorporated by reference herein, and upon the authority of said
firm as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. You may read and copy
any document we file at the SEC's public reference room located at 450 Fifth
Street, N.W., Washington, D.C. 20549, or at its Regional Offices located at 7
World Trade Center, Suite 1300, New York, New York 10048, and 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661, and copies of such materials can be
obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. You may call the SEC at
1-800-732-0330 for further information on the operation of such public reference
rooms. You also can request copies of such documents, upon payment of a
duplicating fee, by writing to the SEC at 450 Fifth Street, N.W., Washington,
D.C. 20549, or obtain copies of such documents from the SEC's web site at
http://www.sec.gov. Such reports, proxy statements and other information
concerning us can also be inspected at the offices of The Nasdaq Stock Market's
National Market, 9513 Key West Avenue, Rockville, Maryland 20850.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information we incorporate by reference is
considered to be part of this prospectus and information that we file later with
the SEC automatically will update and supersede such information. We incorporate
by reference the documents listed below and any future filings we make with the
SEC under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of
1934, as amended. These documents contain important business information about
our company and its financial condition.
1. Quarterly Report on Form 10-Q for the three months ended March 31,
2000.
2. Annual Report on Form 10-K for the year ended December 31, 1999.
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3. The financial statements of the Healthcare Systems Division of The
Reynolds and Reynolds Company included in InfoCure's Prospectus filed
pursuant to Rule 424(b)(4) on April 22, 1999 which is included in the
Registration Statement on Form S-3 (No. 333-71109).
4. Registration Statement on Form 8-A, with respect to a description
of our common stock, as filed with the SEC on January 28, 1999.
On request, we will provide, at no cost to each person who receives a copy
of this prospectus, a copy of any or all of the documents incorporated by
reference into this prospectus. We will not provide exhibits to any of such
documents, however, unless such exhibits are specifically incorporated by
reference into this prospectus. Written or telephonic requests for such copies
should be addressed to InfoCure's principal executive offices, attention:
Corporate Secretary, 1765 The Exchange, Suite 500, Atlanta, Georgia 30339,
telephone number (770) 221-9990.
You should rely only on the information provided or incorporated by
reference in this prospectus or any related supplement. We have not authorized
anyone else to provide you with different information. The selling stockholders
will not make an offer of these shares in any state that prohibits such an
offer. You should not assume that the information in this prospectus or any
supplement is accurate as of any date other than the date on the cover page of
such documents.
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