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As filed with the Securities and Exchange Commission on May 6, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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MEDAPHIS CORPORATION
(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.)
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(Address, including zip code, of registrant's principal executive offices)
MEDAPHIS CORPORATION NON-QUALIFIED STOCK OPTION PLAN
FOR EMPLOYEES OF ACQUIRED COMPANIES
(Full title of plan)
RANDOLPH G. BROWN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 319-3300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT W. MILLER, ESQ.
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Amount to Offering Price Aggregate Registration
Title of Securities to be Registered be Registered Per Share(1) Offering Price(1) Fee
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Common Stock, par value $.01 per share . . 2,750,000 $43.50 $119,625,000 $41,250
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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 Medaphis Corporation on May 2, 1996.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participating employees as specified by Rule 428(b)(1)
of the Securities Act of 1933, as amended. These documents and the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II of this Registration Statement, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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, 1995, filed on April 1, 1996;
(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, 1995; and
(c) The description of Medaphis common stock, par value $.01 per
share ("Common Stock"), contained in the Registration Statement on Form
8-A/A dated March 28, 1995.
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
deregisters 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 6. Indemnification of Directors and Officers.
The following summary is qualified in its entirety by reference to the
complete text of the statute, Amended and Restated Certificate of
Incorporation, as amended, Amended and Restated By-Laws and agreement referred
to below.
The Registrant's Amended and 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.
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,
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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 person 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 Amended and Restated Certificate of Incorporation, as
amended, 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 Randolph G. Brown are parties to an
agreement pursuant to which the Registrant has agreed to indemnify and hold
harmless Mr. Brown 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 $350,000 and an annual per occurrence and
aggregate cap on coverage of $20 million.
Item 8. Exhibits.
Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of Registrant.
4.2 Certificate of Amendment of Certificate of Incorporation of Registrant (incorporated by reference to
Exhibit 3 of Registrant's Quarterly Report on Form 10-Q for the Quarterly Period Ended March 31,
1993).
4.3 Certificate of Amendment of Certificate of Incorporation of Registrant (incorporated by reference to
Exhibit 3.3 of Registrant's Registration Statement on Form 8-A/A, filed on March 28, 1995).
4.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation.
4.5 Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit 3.2 of Registrant's
1992 Form 10-K, File No. 000-19480).
5 Opinion of King & Spalding regarding legality of shares being registered.
23.1 Consent of Deloitte & Touche LLP.
23.2 Consent of Price Waterhouse LLP.
23.3 Consent of Coopers & Lybrand LLP.
23.4 Consent of Arthur Andersen LLP.
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23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5).
99.1 Third Amendment to Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired
Companies.
99.2 Fourth Amendment to Medaphis Corporation Non-Qualified Stock Option Plan for Employees of Acquired
Companies.
Item 9. Undertakings
The undersigned Registrant hereby undertakes:
(a)(1) To file, during any period in which offers or sales 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 of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in
the effective Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the Registrant pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
(b) That, for purposes of determining any liability under the
Securities Act of 1933, each filing of the Registrant's annual report pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this Registration Statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
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expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such labilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Medaphis
Corporation 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 6th day of
May, 1996.
MEDAPHIS CORPORATION
By: /s/ Randolph G. Brown
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Randolph G. Brown
Chairman, Chief Executive
Officer and President
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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
capabilities and on the dates indicated.
Signature Title Date
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/s/ Randolph G. Brown Chairman, Chief Executive May 6, 1996
- ------------------------------------- Officer, President
Randolph G. Brown and Director
/s/ Michael R. Cote Senior Vice May 6, 1996
- ------------------------------------- President -- Finance,
Michael R. Cote Chief Financial
Officer and Assistant
Secretary
/s/ James S. Douglass Corporate Controller May 6, 1996
- ------------------------------------- and Chief Accounting
James S. Douglass Officer
/s/ Robert C. Bellas, Jr. Director May 6, 1996
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Robert C. Bellas, Jr.
/s/ John A. Downer Director May 6, 1996
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John A. Downer
/s/ David R. Holbrooke, M.D. Director May 6, 1996
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David R. Holbrooke, M.D.
/s/ Dennis A. Pryor Director May 6, 1996
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Dennis A. Pryor
/s/ Richard H. Stowe Director May 6, 1996
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Richard H. Stowe
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EXHIBIT INDEX
Exhibit Description Page
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4.1 Amended and Restated Certificate of Incorporation of Registrant. 9
4.2 Certificate of Amendment of Certificate of Incorporation of Registrant (incorporated
by reference to Exhibit 3 of Registrant's Quarterly Report on Form 10-Q for the
Quarterly Period Ended March 31, 1993). --
4.3 Certificate of Amendment of Certificate of Incorporation of Registrant (incorporated
by reference to Exhibit 3.3 of Registrant's Registration Statement on Form 8-A/A,
filed on March 28, 1995). --
4.4 Certificate of Amendment of Amended and Restated Certificate of Incorporation. 51
4.5 Amended and Restated By-Laws of Registrant (incorporated by reference to Exhibit
3.2 of Registrant's 1992 Form 10-K, File No. 000-19480). --
5 Opinion of King & Spalding regarding legality of shares being
registered. 54
23.1 Consent of Deloitte & Touche LLP. 57
23.2 Consent of Price Waterhouse LLP. 59
23.3 Consent of Coopers & Lybrand LLP. 61
23.4 Consent of Arthur Andersen LLP. 63
23.5 Consent of King & Spalding
(contained in the opinion filed as Exhibit 5). --
99.1 Third Amendment to Medaphis Corporation Non-Qualified Stock Option Plan
for Employees of Acquired Companies. 65
99.2 Fourth Amendment to Medaphis Corporation Non-Qualified Stock Option Plan
for Employees of Acquired Companies. 68