1
As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-15747
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 30549
-------------
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
-------------
ENVOY CORPORATION
(Exact Name of Registrant as specified in its Charter)
TENNESSEE 62-1575729
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation (Identification Number)
or Organization)
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)
-------------
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)
COPY TO:
BOB F. THOMPSON
BASS, BERRY & SIMS PLC
FIRST AMERICAN CENTER
NASHVILLE, TENNESSEE 37238
(615) 742-6200
-------------
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. [x].
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. [ ]
---------
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. [ ]
2
POST-EFFECTIVE AMENDMENT NO. 1
TO REGISTRATION STATEMENT ON FORM S-3 (REG. NO. 333-15747)
ENVOY CORPORATION
REPORT OF RESULTS AND DEREGISTRATION
This Registration Statement on Form S-3 (Registration No. 333-15747)
(the "Registration Statement") registered 321,289 shares of Common Stock, no
par value per share (the "Shares"), of ENVOY Corporation (the "Company"). The
Shares were sold in brokerage transactions at prevailing market prices through
J.C. Bradford & Co., in privately negotiated transactions for the account of
the Selling Shareholders at prices at or near the market price or in other
privately negotiated transactions.
A total of 213,389 Shares were sold pursuant to the Registration
Statement. Accordingly, pursuant to Rule 478(a) promulgated under the
Securities Act of 1933, as amended, and undertaking (3) contained in Part II of
the Registration Statement, the Company hereby deregisters the 107,900 Shares
registered under the Registration Statement which were not sold in the offering.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3, and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on the 19th day of
May, 1997.
ENVOY CORPORATION
By:/s/ Fred C. Goad, Jr.
--------------------------------
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.
Signature Title Date
--------- ----- ----
/s/ Fred C. Goad, Jr. Chairman of the Board, Co-Chief May 19, 1997
- ----------------------- Executive Officer and Director
Fred C. Goad, Jr.
/s/ * Co-Chief Executive Officer, May 19, 1997
- ----------------------- President and Director
Jim D. Kever
/s/ * Chief Financial Officer (Principal May 19, 1997
- ----------------------- Financial and Accounting Officer)
Kevin M. McNamara
/s/ * Director May 19, 1997
- -----------------------
William E. Ford
/s/ * Director May 19, 1997
- -----------------------
W. Marvin Gresham
/s/ * Director May 19, 1997
- -----------------------
Laurence E. Hirsch
4
Signature Title Date
--------- ----- ----
/s/ * Director May 19, 1997
- ---------------------------
G. Walter Loewenbaum II
/s/ * Director May 19, 1997
- ---------------------------
Richard A. McStay
/s/ * Director May 19, 1997
- ---------------------------
Harlan F. Seymour
*By: /s/Fred C. Goad, Jr. May 19, 1997
--------------------------
Fred C. Goad, Jr.
Attorney-in-Fact
3