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As filed with the Securities and Exchange Commission on June 28, 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)
AMENDED AND RESTATED MEDAPHIS CORPORATION NON-QUALIFIED STOCK
OPTION PLAN
(Full title of plan)
RANDOLPH G. BROWN
CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
2700 CUMBERLAND PARKWAY
SUITE 300
ATLANTA, GEORGIA 30339
(770) 444-5300
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
ROBERT W. MILLER, ESQ. WILLIAM R. SPALDING, ESQ.
KING & SPALDING MEDAPHIS CORPORATION
191 PEACHTREE STREET 2700 CUMBERLAND PARKWAY
ATLANTA, GEORGIA 30303-1763 SUITE 300
(404) 572-4600 ATLANTA, GEORGIA 30339
(770) 444-5300
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered Amount to Proposed Maximum Proposed Maximum Amount of
be Registered Offering Price Per Aggregate Offering Registration Fee
Share(1) Price(1)
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Common Stock, par value $.01 per share..... 1,500,000 $36.00 $54,000,000 $18,621
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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 June 27, 1996.
Exhibit Index Located on Page 6
Page 1 of 27 Pages.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The contents of the Registration Statements on Form S-8 (File No. 33-46847
filed on April 6, 1992, File No. 33-64952 filed on June 24, 1993, File No.
33-88444 filed on January 13, 1995 and File No. 33-95742 filed on August 14,
1995) filed by Registrant are hereby incorporated by reference into this
Registration Statement.
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, 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.
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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 $25 million.
Item 8. Exhibits.
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Exhibit Description
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4.1 Amended and Restated Certificate of Incorporation of Registrant
(incorporated by reference to Exhibit 3.1 of Registrant's Registration
Statement on Form S-1, File No. 33-42216).
4.2 Certificate of Amendment of Amended and Restated 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 Amended and Restated 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 of Registrant (incorporated by reference to Exhibit 4.4 of
Registrant's Registration Statement on Form S-8, Registration No.
333-03213).
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.
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5).
99.1 Eighth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan.
99.2 Ninth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan.
99.3 Tenth Amendment to Amended and Restated Medaphis Corporation Non-Qualified
Stock Option Plan.
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SIGNATURES
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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 28th day of
June, 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 June 28, 1996
- ---------------------------- Officer, President
Randolph G. Brown and Director
/s/ Michael R. Cote Senior Vice June 28, 1996
- ---------------------------- President -- Finance,
Michael R. Cote Chief Financial
Officer and Assistant
Secretary
/s/ James S. Douglass Vice President, Corporate June 28, 1996
- ---------------------------- Controller and
James S. Douglass Chief Accounting Officer
/s/ Robert C. Bellas, Jr. Director June 28, 1996
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Robert C. Bellas, Jr.
/s/ David R. Holbrooke, M.D. Director June 28, 1996
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David R. Holbrooke, M.D.
/s/ David E. McDowell Director June 28, 1996
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David E. McDowell
/s/ Steven G. Papermaster Director June 25, 1996
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Steven G. Papermaster
/s/ Dennis A. Pryor Director June 28, 1996
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Dennis A. Pryor
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EXHIBIT INDEX
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Exhibit Description Page
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4.1 Amended and Restated Certificate of Incorporation of Registrant (incorporated by
reference to Exhibit 3.1 of Registrant's Registration Statement on Form S-1,
File No. 33-42216). --
4.2 Certificate of Amendment of Amended and Restated 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 Amended and Restated 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 of
Registrant (incorporated by reference to Exhibit 4.4 of Registrant's Registration
Statement on Form S-8, Registration No. 333-03213). --
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. 7
23.1 Consent of Deloitte & Touche LLP. 10
23.2 Consent of Price Waterhouse LLP. 12
23.3 Consent of Coopers & Lybrand LLP. 14
23.4 Consent of Arthur Andersen LLP. 16
23.5 Consent of King & Spalding (contained in the opinion filed as Exhibit 5). --
99.1 Eighth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 18
99.2 Ninth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 21
99.3 Tenth Amendment to Amended and Restated Medaphis Corporation
Non-Qualified Stock Option Plan. 24
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