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REGISTRATION NO. 333-_______
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2840 MT. WILKINSON PARKWAY
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
PER-SE TECHNOLOGIES, INC.
NON-QUALIFIED STOCK OPTION PLAN
FOR NON-EXECUTIVE EMPLOYEES, AS AMENDED
(Full title of plan)
PAUL J. QUINER
GENERAL COUNSEL
2840 MT. WILKINSON PARKWAY
ATLANTA, GEORGIA 30339
(770) 444-5300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Securities to be Registered Amount to Offering Price Aggregate Registration
be Registered Per Share(1) Offering Price(1) Fee
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Common Stock, par value $.01 per share........ 983,597 $7.98 $7,849,104.06 $1,962.28
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(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the high and low prices of
Common Stock of Per-Se Technologies, Inc. on July 6, 2001.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of the Registrant's Registration Statement on Form S-8,
File Number 333-78167 are incorporated herein by reference.
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed by the Registrant with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended December 31, 2000, filed on March 23, 2001;
(b) All reports filed by the Registrant pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), since December 31, 2000;
(c) The description of the Registrant's common stock, par
value $.01 per share ("Common Stock"), contained in the Registration
Statement on Form 8-A/A dated May 22, 1996, and any amendment or report
filed for the purpose of updating such description; and
(d) The description of Rights set forth in the
Registration Statement on Form 8-A filed February 12, 1999, and any
amendment or report filed for the purpose of updating such description.
All documents filed by the Registrant subsequent to the date of this
Registration Statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act and prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
de-registers all securities then remaining unsold shall be deemed to be
incorporated by reference in this Registration Statement and to be a part of
this Registration Statement from the date of filing of such documents.
Item 5. Interests of Named Experts and Counsel
The opinion of counsel as to the legality of the securities registered
hereunder is given by Paul J. Quiner, General Counsel of the Registrant.
Item 6. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Certificate of Incorporation,
Restated By-Laws and agreement referred to below.
The Registrant's Restated By-Laws provide that each person who was or
is made a party to, is threatened to be made a party to or is otherwise involved
in any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Registrant (or is or was serving at the request of the
Registrant as a director, officer, employee or agent of another entity), will be
indemnified and held harmless by the Registrant to the fullest extent permitted
by the Delaware General Corporation Law as it currently exists or is later
amended.
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Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persons shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director 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 is not entitled to be
indemnified by the corporation.
The Registrant's Restated Certificate of Incorporation provides that a
director of the Registrant shall not be personally liable to the 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 the Registrant or its stockholders, (ii) for any acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (iii) under Section 174 of the Delaware General Corporation Law or (iv)
for any transaction in which the director derived an improper personal benefit.
In addition, the Registrant and David E. McDowell are parties to an
agreement pursuant to which the Registrant has agreed to indemnify and hold
harmless Mr. McDowell to the fullest extent permitted by the Delaware General
Corporation Law as it presently exists or to such greater extent as such law may
subsequently be amended.
The Registrant maintains directors and officers liability insurance.
Such policies have a deductible of $150,000 and an annual per occurrence and
aggregate cap on coverage of $50 million.
Item 8. Exhibits.
Exhibit Description
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4.1 Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 to Annual Report on Form 10-K for the year
ended December 31, 1999).
4.2 Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 to Annual Report on Form 10-K for the year ended December 31,
1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Annual Report on Form 10-K for the year ended December 31,
1999).
4.4 Rights Agreement dated as of February 11, 1999, between Registrant and
American Stock Transfer & Trust Company (including form of rights
certificates) (incorporated by reference to Exhibit 4 to Current Report
on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999,
between Registrant and American Stock Transfer & Trust Company, entered
into as of May 4, 2000 (incorporated by reference to Exhibit 4.4 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
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5 Opinion of Paul J. Quiner, Esq. regarding the legality of shares being
registered.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Form of Option Agreement relating to Registrant's Non-Qualified Stock
Option Plan for Non-Executive Employees (incorporated by reference to
Exhibit 4.6 to Annual Report on Form 10-K for the year ended December
31, 1999).
99.2 Registrant's Non-Qualified Stock Option Plan for Non-Executive
Employees (incorporated by reference to Exhibit 10.23 to Annual Report
on Form 10-K for the year ended December 31, 1996).
99.3 First Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.24 to
Annual Report on Form 10-K for the year ended December 31, 1996).
99.4 Second Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.25 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.5 Third Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.26 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.6 Fourth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.27 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.7 Fifth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.28 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.8 Sixth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.32 to
Annual Report on Form 10-K for the year ended December 31, 1998).
99.9 Seventh Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.24 to
Annual Report on Form 10-K for the year ended December 31, 1999).
99.10 Eighth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.26 to
Annual Report on Form 10-K for the year ended December 31, 2000).
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Per-Se
Technologies, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on this 12th day of
July, 2001.
PER-SE TECHNOLOGIES, INC.
By: /s/ PHILIP M. PEAD
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Philip M. Pead
President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
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/s/ DAVID E. MCDOWELL Chairman and Director July 12, 2001
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David E. McDowell
/s/ PHILIP M. PEAD President, Chief Executive July 12, 2001
- ----------------------------- Officer and Director
Philip M. Pead
/s/ CHRIS E. PERKINS Executive Vice President and July 12, 2001
- ----------------------------- Chief Financial Officer
Chris E. Perkins
/s/ MARY C. CHISHOLM Vice President and Controller July 12, 2001
- ----------------------------- (Principal Accounting Officer)
Mary C. Chisholm
/s/ RODERICK M. HILLS Director July 12, 2001
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Roderick M. Hills
/s/ DAVID R. HOLBROOKE Director July 12, 2001
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David R. Holbrooke, M.D.
/s/ KEVIN E. MOLEY Director July 12, 2001
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Kevin E. Moley
/s/ JOHN C. POPE Director July 12, 2001
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John C. Pope
/s/ C. CHRISTOPHER TROWER Director July 12, 2001
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C. Christopher Trower
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EXHIBIT INDEX
Exhibit Description Page
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4.1 Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 to Annual Report on Form 10-K for the year
ended December 31, 1999).
4.2 Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 to Annual Report on Form 10-K for the year ended December 31,
1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Annual Report on Form 10-K for the year ended December 31,
1999).
4.4 Rights Agreement dated as of February 11, 1999, between Registrant and
American Stock Transfer & Trust Company (including form of rights
certificates) (incorporated by reference to Exhibit 4 to Current Report
on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999,
between Registrant and American Stock Transfer & Trust Company, entered
into as of May 4, 2000 (incorporated by reference to Exhibit 4.4 to
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
5 Opinion of Paul J. Quiner, Esq. regarding the legality of shares being
registered.
23.1 Consent of PricewaterhouseCoopers LLP
99.1 Form of Option Agreement relating to Registrant's Non-Qualified Stock
Option Plan for Non-Executive Employees (incorporated by reference to
Exhibit 4.6 to Annual Report on Form 10-K for the year ended December
31, 1999).
99.2 Registrant's Non-Qualified Stock Option Plan for Non-Executive
Employees (incorporated by reference to Exhibit 10.23 to Annual Report
on Form 10-K for the year ended December 31, 1996).
99.3 First Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.24 to
Annual Report on Form 10-K for the year ended December 31, 1996).
99.4 Second Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.25 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.5 Third Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.26 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.6 Fourth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.27 to
Annual Report on Form 10-K for the year ended December 31, 1997).
99.7 Fifth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.28 to
Annual Report on Form 10-K for the year ended December 31, 1997).
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99.8 Sixth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.32 to
Annual Report on Form 10-K for the year ended December 31, 1998).
99.9 Seventh Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.24 to
Annual Report on Form 10-K for the year ended December 31, 1999).
99.10 Eighth Amendment to Registrant's Non-Qualified Stock Option Plan for
Non-Executive Employees (incorporated by reference to Exhibit 10.26 to
Annual Report on Form 10-K for the year ended December 31, 2000).