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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 8, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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ENVOY CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
TENNESSEE 62-1575729
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
(615) 885-3700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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JIM D. KEVER
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
(615) 885-3700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPIES TO:
BOB F. THOMPSON ROBERT W. SMITH, JR.
BASS, BERRY & SIMS PLC PIPER & MARBURY L.L.P.
FIRST AMERICAN CENTER 36 SOUTH CHARLES STREET
NASHVILLE, TENNESSEE 37238 BALTIMORE, MARYLAND 21201
(615) 742-6200 (410) 539-2530
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / / ____________________
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-04433
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(2) OFFERING PRICE(2) REGISTRATION FEE
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Common Stock, no par value per share......... 425,500 $27.125 $11,541,688 $3,980
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(1) Includes up to 55,500 shares of Common Stock which the Underwriters have the
option to purchase to cover over-allotments, if any.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) based upon the average of the high and low
reported prices of the Registrant's Common Stock on The Nasdaq Stock
Market's National Market on August 7, 1996.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(A), MAY
DETERMINE.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement on Form S-3 filed by
ENVOY Corporation (the "Company") with the Securities and Exchange Commission
(File No. 333-04433) pursuant to the Securities Act of 1933, as amended, is
incorporated by reference into this Registration Statement.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on this Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Nashville, Tennessee on August 7, 1996.
ENVOY CORPORATION
By: /s/ FRED C. GOAD, JR.
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Fred C. Goad, Jr.
Chairman, Co-Chief Executive
Officer and Director
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.
/s/ FRED C. GOAD, JR. Chairman of the Board, Co-Chief August 7, 1996
- ---------------------------------------- Executive Officer and Director
Fred C. Goad, Jr.
* Co-Chief Executive Officer, August 7, 1996
- ---------------------------------------- President and Director
Jim D. Kever
* Chief Financial Officer and August 7, 1996
- ---------------------------------------- Secretary (Principal Financial and
Kevin M. McNamara Accounting Officer)
* Director August 7, 1996
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William E. Ford
* Director August 7, 1996
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W. Marvin Gresham
* Director August 7, 1996
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Laurence E. Hirsch
* Director August 7, 1996
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G. Walter Loewenbaum II
* Director August 7, 1996
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Richard A. McStay
*By: /s/ FRED C. GOAD, JR. August 7, 1996
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Fred C. Goad, Jr.
Attorney-in-Fact
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INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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1 Form of Underwriting Agreement (incorporated by reference to Exhibit 1 to the
Registration Statement on Form S-3 (Registration No. 333-04433)).
4.1 Amended and Restated Charter of Registrant, as amended (incorporated by reference to the
Registrant's Annual Report on Form 10-K for the year ended December 31, 1995 filed
April 1, 1996)
4.3 Amended and Restated Bylaws of Registrant (incorporated by reference to the
Registrant's Form 10, as amended, No. 0-25062)
4.4 Specimen Common Stock certificate (incorporated by reference to the Registrant's
Form 10, as amended, No. 0-25062)
5 Opinion of Stokes & Bass, Berry & Sims PLC.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Deloitte & Touche LLP.
23.3 Consent of Deloitte & Touche LLP.
23.4 Consent of Hardman Guess Frost & Cummings, P.C.
23.5 Consent of Counsel (included in opinion filed as Exhibit 5).
24 Power of Attorney (incorporated by reference to Exhibit 24 to the Registration
Statement on Form S-3 (Registration No. 333-04433)).