1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 24, 1998
REGISTRATION NO. 333-47409
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
MEDAPHIS CORPORATION
(Exact name of registrant as specified in its charter)
---------------------
DELAWARE 7374 58-1651222
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
2700 CUMBERLAND PARKWAY, SUITE 300
ATLANTA, GEORGIA 30339
(770) 444-5300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
RANDOLPH L.M. HUTTO COPY TO:
EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL PAUL T. SCHNELL
MEDAPHIS CORPORATION SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
2700 CUMBERLAND PARKWAY, SUITE 300 919 THIRD AVENUE
ATLANTA, GEORGIA 30339 NEW YORK, NEW YORK 10022
(770) 444-5300 (312) 735-3000
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
JURISDICTION PRIMARY STANDARD I.R.S. EMPLOYER
OF INDUSTRIAL IDENTIFICATION
EXACT NAME OF ADDITIONAL REGISTRANTS* INCORPORATION CLASSIFICATION CODE NUMBER NUMBER
- ------------------------------------- ------------- -------------------------- ---------------
Medaphis Physician Services Corporation............ Georgia 7374 58-1953146
Gottlieb's Financial Services, Inc. ............... Georgia 7374 58-2062951
Medical Management Sciences, Inc. ................. Maryland 7374 52-1068115
Medaphis Services Corporation...................... Georgia 7374 58-1996009
Medaphis Healthcare Information Technology
Company.......................................... Georgia 7371 58-2195433
Automation Atwork.................................. California 7371 94-2895826
Consort Technologies, Inc. ........................ Georgia 7371 58-1769437
Health Data Sciences Corporation................... Delaware 7371 95-3846477
BSG Corporation.................................... Delaware 7373 51-0333775
AssetCare, Inc. ................................... Georgia 7322 58-1893956
National Healthcare Technologies, Inc. ............ Indiana 7374 35-1865406
BSG Alliance/IT, Inc. ............................. Delaware 7373 51-0333999
BSG Government Solutions, Inc. .................... Maryland 7373 52-1726810
* Address and telephone number of principal executive offices are the same as
those of Medaphis Corporation.
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, 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, 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(d)
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. [ ] __________
THE REGISTRANTS HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT THAT SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
================================================================================
2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Each of Medaphis Corporation's, Health Data Sciences Corporation's and BSG
Alliance/IT, Inc.'s bylaws 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
either Medaphis Corporation, Health Data Sciences Corporation, or BSG
Alliance/IT(or is or was serving at the request of either Medaphis Corporation,
Health Data Sciences Corporation, or BSG Alliance/IT as a director, officer,
employee or agent of another entity), will be indemnified and held harmless by
Medaphis Corporation, Health Data Science Corporation or BSG Alliance/IT, Inc.,
as the case may be, to the fullest extent permitted by the Delaware General
Corporation Law as it currently exists or is later amended. BSG Corporation's
bylaws provide that directors and officers will be indemnified to the fullest
extent not prohibited by law.
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 a 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 expense 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.
Each of Medaphis Corporation's, Health Data Sciences Corporation's, BSG
Corporation's and BSG Alliance/IT, Inc.'s (collectively, the "Delaware
Corporations") certificate of incorporation provides that a director of any of
the Delaware Corporations shall not be personally liable to such Delaware
Corporation 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 such Delaware Corporation or its stockholders, (ii) for any
acts or omissions not in good faith or which involve intentional misconduct or
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.
Medaphis Corporation maintains directors and officers liability insurance
coverage. Such policies have a deductible of $150,000, and an annual per
occurrence and aggregate cap on coverage of $50 million.
The foregoing summary is qualified in its entirety by reference to the
complete text of the statute, the certificates of incorporation and bylaws
referred to above.
The Maryland General Corporation Law (the "MGCL") permits a Maryland
corporation to include in its charter a provision limiting the liability of its
directors and officers to the corporation and its stockholders for money damages
except for liability resulting from (a) actual receipt of an improper benefit or
profit in money, property or services or (b) active and deliberate dishonesty
established by a final judgment as being material to the cause of action. The
charter of BSG Government Solutions, Inc. ("BSG") and the by-laws of
II-1
3
Medical Management Sciences, Inc. (together with BSG, the "Maryland
Corporations") contain a provision which eliminates liabilities for the payment
of money damages to the maximum extent permitted by Maryland law.
The BSG by-laws authorize it, to the maximum extent permitted by Maryland
law, to obligate itself to indemnify and to pay or reimburse reasonable expenses
in advance of final disposition of a proceeding to (a) any present or former
director or officer or (b) any individual who, while a director of BSG and at
the request of BSG, serves or has served another corporation, real estate
investment trust, partnership, joint venture, trust, employee benefit plan or
any other enterprise as a director, officer, partner or trustee of such
corporation, real estate investment trust, partnership, joint venture, trust,
employee benefit plan or other enterprise from and against any claim or
liability to which such person may become subject or which such person may incur
by reason of BSG status. The bylaws of BSG obligate it, to the maximum extent
permitted by Maryland law, to indemnify and to pay or reimburse expenses in
advance of final disposition.
The MGCL requires a corporation (unless its charter provides otherwise,
which neither of the Maryland Corporations' charters do) to indemnify a director
or officer who has been successful, on the merits or otherwise, in the defense
of any proceeding to which he is made a party by reason of his service in that
capacity. The MGCL permits a corporation to indemnify its present and former
directors and officers, among others, against judgments, penalties, fines,
settlements and reasonable expenses actually incurred by them in connection with
any proceeding to which they may be made a party by reason of their service in
those or other capacities unless it is established that (a) the act or omission
of the director or officer was material to the matter giving rise to the
proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (b) the director or officer actually received an
improper personal benefit in money, property or services or (c) in the case of
any criminal proceeding, the director or officer had reasonable cause to believe
that the act or omission was unlawful. However, under the MGCL, a Maryland
corporation may not indemnify for an adverse judgment in a suit by or in the
right of the corporation or for a judgment of liability on the basis that
personal benefit was improperly received, unless in either case a court orders
indemnification and then only for expenses. In addition, the MGCL permits a
corporation to advance reasonable expenses to a director or officer upon the
corporation's receipt of (a) a written affirmation by the director or officer of
his good faith belief that he has met the standard of conduct necessary for
indemnification by the corporation and (b) a written undertaking by or on his
behalf to repay the amount paid or reimbursed by the corporation if it shall
ultimately be determined that the standard of conduct was not met.
The foregoing statements are subject to the detailed provisions of the MGCL
and the Maryland Companies' charters and by-laws.
Section 317 of the California General Corporations Law (the "CGCL")
authorizes a court to award, or a corporation's board of directors to grant,
indemnity to directors and officers who are parties or are threatened to be made
parties to any proceeding (with certain exceptions) by reason of the fact that
the person is or was an agent of the corporation, against expenses, judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation. Section 204 of the CGCL provides that this limitation on liability
has no effect on a director's liability (i) for acts or omissions that involve
intentional misconduct or a knowing and culpable violation of law, (ii) for acts
or omissions that a director believes to be contrary to the best interests of
the corporation or its shareholders or that involve the absence of good faith on
the part of the director, (iii) for any transaction from which a director
derived an improper personal benefit, (iv) for acts or omissions that show a
reckless disregard for the director's duty to the corporation or its
shareholders in circumstances in which the director was aware, or should have
been aware, in the ordinary course of performing a director's duties, of a risk
of a serious injury to the corporation or its shareholders, (v) for acts or
omissions that constitute an unexcused pattern of inattention that amounts to an
abdication of the director's duty to the corporation or its shareholders, (vi)
under Section 310 of the CGCL (concerning contracts or transactions between the
corporation and a director) or (vii) under Section 316 of the CGCL (directors'
liability for improper dividends, loans and guarantees). Section 317 does not
extend to acts or omissions of a director in his capacity as an officer.
II-2
4
Further, Section 317 has no effect on claims arising under federal or state
securities laws and does not affect the availability of injunctions and other
equitable remedies available to the Company's shareholders for any violation of
a director's fiduciary duty to the Company or its shareholders. Although the
validity and scope of the legislation underlying Section 317 have not yet been
interpreted to any significant extent by the California courts, Section 317 may
relieve directors of monetary liability to the Company for grossly negligent
conduct, including conduct in situations involving attempted takeovers of the
Company.
The bylaws of Automation Atwork obligate Automation Atwork to indemnify its
agents against expenses, judgments, fines, settlements and other amounts
actually and reasonably incurred in connection with such proceeding, subject to
certain exceptions in connection with an action by or in right of Automation
Atwork to procure a judgment in its favor, if such person acted in good faith
and in a manner reasonably believed to be in the best interests of the
corporation, and, in the case of a criminal proceeding had no reason to believe
the conduct of such person was unlawful; provided that the directors,
shareholders or the court in which such case was pending approved the
indemnification or, such agent was successful on the merits in a defense.
The foregoing summaries are necessarily subject to the complete text of the
statute, the articles and the bylaws of Automation Atwork and are qualified in
their entirety by reference thereto.
National Healthcare Technologies, Inc. is empowered by Chapter 37 of the
Indiana Business Corporation Law (the "IBCL"), subject to the procedures and
limitations therein, to indemnify any person against expenses (including counsel
fees) and the obligation to pay a judgment, settlement, penalty, fine or
reasonable expenses incurred with respect to a threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative and whether formal or informal, in which such person is made a
party by reason of such person's being or having been a director, officer,
employee or agent of National Healthcare Technologies, Inc. The statute provides
that indemnification pursuant to its provisions is not exclusive of other rights
of indemnification to which a person may be entitled under a corporation's
articles of incorporation or bylaws, vote of directors or stockholders, or
otherwise.
Article VII of National Healthcare Technologies, Inc.'s articles of
incorporation allows National Healthcare Technologies, Inc. to indemnify past or
present directors in connection with any liability arising by reason of such
person's status as a past or present director of National Healthcare
Technologies, Inc. if such person is determined to have met the standard of
conduct specified in Chapter 37 of the IBCL.
The foregoing statements are subject to the detailed provisions of the IBCL
and National Healthcare Technologies, Inc.'s articles of incorporation.
The Georgia Business Corporation Code (the "GBCC") permits a corporation to
eliminate or limit the personal liability of a director to the corporation or
its shareholders for monetary damages for breach of duty of care or other duty
as a director, provided that no provision shall eliminate or limit the liability
of a director: (A) for an appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which involve
intentional misconduct or a knowing violation of law; (C) for unlawful corporate
distributions; or (D) for any transaction from which the director received an
improper personal benefit. This provision pertains only to breaches of duty by
directors in their capacity as directors (and not in any other corporate
capacity, such as officers) and limits liability only for breaches of fiduciary
duties under Georgia corporate law (and not for violation of other laws, such as
the federal securities laws). Gottlieb Financial Services, Inc.'s, Medaphis
Healthcare Information Technology Company's, Medaphis Physician Services
Corporation's and Medical Services Corporation's articles of incorporation
exonerate such corporation's directors from monetary liability to the extent
permitted by this statutory provision.
The bylaws of AssetCare, Inc., ("AssetCare") provide that AssetCare shall
indemnify any person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (including any action by or in
the right of AssetCare), by reason of the fact that such person is or was a
director or officer of AssetCare, or is or was serving at the request of Asset
Care as a director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including reasonable
attorneys' fees), judgments, fines, and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action,
II-3
5
suit or proceeding, if such person acted in good faith and in a manner such
person reasonably believed to be in or not opposed to the best interests of
AssetCare (and with respect to any criminal action or proceeding, if such person
had no reasonable cause to believe such person's conduct was unlawful), to the
maximum extent permitted by, and in the manner provided by, the GBCC.
Each of the bylaws of Gottlieb Financial Services, Inc., Medaphis
Healthcare Information Technology Company, Medaphis Physician Services
Corporation and Medaphis Services Corporation provide that each person who is or
was a director or officer of such corporation, and each person who is or was a
director or officer of such corporation who at the request of such corporation
is serving or has served as an officer, director, partner, joint venturer or
trustee of another corporation, partnership, joint venture, trust or other
enterprise shall be indemnified by such corporation against those expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement
which are allowed to be paid or reimbursed by the corporation under the laws of
the State of Georgia and which are actually and reasonably incurred in
connection with any action, suit, or proceeding, pending or threatened, whether
civil, criminal, administrative or investigative, in which such person may be
involved by reason of his being or having been a director or officer of such
corporation or of such other enterprises. Such indemnification shall be made
only in accordance with the laws of the State of Georgia and subject to the
conditions prescribed therein. In any instance where the laws of the State of
Georgia permit indemnification to be provided to persons who are or have been an
officer or director of the corporation or who are or have been an officer,
director, partner, joint venturer or trustee of any such other enterprise only
on a determination that certain specified standards of conduct have been met,
upon application for indemnification by any such person the corporation shall
promptly cause such determination to be made by the shareholders of such
corporation, but shares owned by or voted under the control of directors who are
at the time parties to the proceeding may not be voted on the determination.
The foregoing summary is qualified in its entirety by reference to the
complete text of the GBCC, the certificates of incorporation and bylaws referred
to above.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
a. Exhibits
EXHIBIT
NO. DOCUMENT
- ------- --------
3.1 -- Amended and Restated Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.1 to
Registration Statement on Form S-1, File No. 33-42216).
3.2 -- Certificate of Amendment of Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3 to
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1993).
3.3 -- Certificate of Amendment of Certificate of Incorporation of
Registrant (incorporated by reference to Exhibit 3.3 to
Registration Statement on Form 8-A/A, filed on March 28,
1995).
3.4 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 4.4 to Registration Statement on Form S-8,
Registration No. 333-03213).
3.5 -- Certificate of Amendment of Amended and Restated Certificate
of Incorporation of Registrant (incorporated by reference to
Exhibit 3.5 to Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1997).
3.6 -- Amended and Restated By-laws of Registrant (incorporated by
reference to Exhibit 3.6 to Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 1997).
3.7 -- Articles of Incorporation of Medaphis Physician Services
Corporation.
3.8 -- By-laws of Medaphis Physician Services Corporation.
3.9 -- Articles of Incorporation of Gottlieb's Financial Services,
Inc.
II-4
6
EXHIBIT
NO. DOCUMENT
- ------- --------
3.10 -- By-laws of Gottlieb's Financial Services, Inc.
3.11 -- Articles of Incorporation of Medical Management Sciences,
Inc.
3.12 -- By-laws of Medical Management Sciences, Inc.**
3.13 -- Articles of Incorporation of Medaphis Services Corporation.
3.14 -- By-laws of Medaphis Services Corporation.
3.15 -- Articles of Incorporation of Medaphis Healthcare Information
Technology Company.
3.16 -- By-laws of Medaphis Healthcare Information Technology
Company.
3.17 -- Articles of Incorporation of Automation Atwork.
3.18 -- By-laws of Automation Atwork.
3.19 -- Articles of Incorporation of Consort Technologies, Inc.
3.20 -- By-laws of Consort Technologies, Inc.
3.21 -- Certificate of Incorporation of Health Data Sciences
Corporation.
3.22 -- By-laws of Health Data Sciences Corporation.
3.23 -- Certificate of Incorporation of BSG Corporation.
3.24 -- By-laws of BSG Corporation.
3.25 -- Articles of Incorporation of AssetCare, Inc.
3.26 -- By-laws of AssetCare, Inc.
3.27 -- Articles of Incorporation of National Healthcare
Technologies, Inc.
3.28 -- By-laws of National Healthcare Technologies, Inc.
3.29 -- Certificate of Incorporation of BSG Alliance/IT, Inc.
3.30 -- By-laws of BSG Alliance/IT, Inc.
3.31 -- Articles of Incorporation of BSG Government Solutions, Inc.
3.32 -- By-laws of BSG Government Solutions, Inc.
4.1 -- Specimen Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to Annual Report on Form 10-K for the year
ended December 31, 1995, File No. 000-19480 (the "1995 Form
10-K").
4.2 -- Form of Option Agreement relating to Registrant's Stock
Option Plan (incorporated by reference to Exhibit 4.2 to
Registration Statement on Form S-1, File No. 33-42216).
4.3 -- Form of Option Agreement relating to Registrant's Executive
Performance Plan (incorporated by reference to Exhibit 4.3
to Registration Statement on Form S-1, File No. 33-42216).
4.4 -- Form of Option Agreement relating to Registrant's Stock
Option Plan for Employees of Acquired Companies
(incorporated by reference to Exhibit 4.4 to Registration
Statement on Form S-3, File No. 33-71552).
4.5 -- Form of Option Agreement relating to Registrant's Restricted
Stock Plan (incorporated by reference to Exhibit 4.5 to the
1995 Form 10-K).
4.6 -- Form of Option Agreement relating to Registrant's
Non-Employee Director Stock Option Plan (incorporated by
reference to Exhibit 4.6 to the 1995 Form 10-K).
4.7 -- Registration Rights Agreement, dated as of March 17, 1995,
by and among Registrant, David Michael Warner and John P.
Holton (incorporated by reference to Exhibit 4.10 to Annual
Report on Form 10-K for the year ended December 31, 1994,
File No. 000-19480 (the "1994 Form 10-K")).
4.8 -- Form of Common Stock Purchase Warrant issued to Fredrica
Morf and Ursula Nelson (incorporated by reference to Exhibit
4.19 to the 1994 Form 10-K).
II-5
7
EXHIBIT
NO. DOCUMENT
- ------- --------
4.9 -- Form of Warrant issued to one or more lenders pursuant to
Registrant's Second Amended and Restated Credit Agreement,
dated as of February 4, 1997 (incorporated by reference to
Exhibit 4.1 to Current Report on Form 8-K filed on February
18, 1997).
4.10 -- Form of Registration Rights Agreement among Registrant,
Mahmoud R. Ghavi, Barry G. Wahlig, William L. McCready, and
Kimberly D. Elkins (incorporated by reference to Exhibit 4.1
to Current Report on Form 8-K filed on December 5, 1995).
4.11 -- Form of Registration Rights Agreement among Registrant,
William J. DeZonia, Lori T. Caudill, Carol T. Shumaker,
Alyson T. Stinson, James F. Thacker, James F. Thacker
Retained Annuity Trust and Paulanne H. Thacker Retained
Annuity Trust (incorporated by reference to Exhibit 4.1 to
Current Report on Form 8-K filed on January 19, 1996).
4.12 -- Form of Registration Rights Agreement among Registrant,
Raymond J. Noorda and Steven G. Papermaster (incorporated by
reference to Exhibit 4.17 to Registration Statement on Form
S-4, File No. 33-2506).
4.13 -- Form of Registration Rights Agreement among Registrant,
Michael Clark, Andrei Mitran, and Steven Theidke
(incorporated by reference to Exhibit 4.18 to Registration
Statement on Form S-4, File No. 33-2506).
4.14 -- Notice of Redemption for 6.5% Convertible Subordinated
Debentures Due 2000 (incorporated by reference to Exhibit
4.21 to the 1995 Form 10-K).
4.15 -- Registration Rights Agreement dated as of February 20, 1998
among the Registrant, the Subsidiary Guarantors, and
Donaldson Lufkin & Jenrette Securities Corporation.*
4.16 -- Credit Agreement dated as of February 13, 1998 among the
Registrant, as the Borrower, Various Financial Institutions
From Time to Time Parties Thereto, as the Lenders, DLJ
Capital Funding, Inc. as Syndication Agent for the Lenders,
and Wachovia Bank N.A. as Administrative Agent for the
Lenders, (incorporated by reference to Exhibit 10.1 to
Current Report on Form 8-K filed on March 2, 1998)
(including form of note).
4.17 -- Subsidiary Guaranty dated February 20, 1998, among the
domestic subsidiaries of the Registrant and Wachovia Bank,
N.A., as Administrative Agent (incorporated by reference to
Exhibit 10.2 to Current Report on Form 8-K filed on March 2,
1998).
4.18 -- Indenture dated as of February 20, 1998 among the Registrant
as Issuer, the Subsidiary Guarantors named in the Indenture
and State Street Bank and Trust Company, as trustee
(incorporated by reference to Exhibit 10.3 to Current Report
on Form 8-K Filed on March 2, 1998) (including form of
note).
4.19 -- Form of Option Agreement relating to Registrant's
Non-Qualified Stock Option Plan for Non-Executive Employees
(incorporated by reference to Exhibit 4.17 to Annual Report
on Form 10-K for the fiscal year ended December 31, 1996,
File No. 000-19480).
5.1 -- Opinion of Randolph L. M. Hutto.
5.2 -- Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
12.1 -- Statement re: Computation of Ratios.*
23.1 -- Consent of Price Waterhouse.*
23.2 -- Consent of Skadden, Arps, Slate, Meagher & Flom LLP
(included in Exhibit 5.2).
24.1 -- Powers of Attorney (included in signature page to
registration statement).*
25.1 -- Statement of Eligibility of Trustee on Form T-1.*
II-6
8
EXHIBIT
NO. DOCUMENT
- ------- --------
99.1 -- Form of Letter of Transmittal.*
99.2 -- Form of Notice of Guaranteed Delivery.*
99.3 -- Form of Tender Instruction.*
- ---------------
* Previously filed.
** To be filed by amendment.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes 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 Section 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 the
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.
The undersigned registrant hereby undertakes as follows: that prior to any
public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
The registrant undertakes that every prospectus (i) that is filed pursuant
to the immediately preceding paragraph, or (ii) that purports to meet the
requirements of section 10(a)(3) of the Act and is used in connection with an
offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes 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.
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 expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (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.
The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Items 4, 10(b), 11 or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.
The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.
II-7
9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Atlanta,
State of Georgia, on March 24, 1998.
MEDAPHIS CORPORATION
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
MEDAPHIS PHYSICIAN SERVICES
CORPORATION
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
GOTTLIEB'S FINANCIAL SERVICES, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
MEDICAL MANAGEMENT SCIENCES, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
MEDAPHIS SERVICES CORPORATION
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
MEDAPHIS HEALTHCARE INFORMATION
TECHNOLOGY COMPANY
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
AUTOMATION ATWORK
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman
II-8
10
CONSORT TECHNOLOGIES, INC.
By: /s/ DAVID E. MCDOWELL
----------------------------------
David E. McDowell
Chairman
HEALTH DATA SCIENCES CORPORATION
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman
BSG CORPORATION
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
ASSETCARE, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
NATIONAL HEALTHCARE
TECHNOLOGIES, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
BSG ALLIANCE/IT, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
Chairman and Chief Executive Officer
BSG GOVERNMENT SOLUTIONS, INC.
By: /s/ DAVID E. MCDOWELL
------------------------------------
David E. McDowell
President
II-9
11
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed by the following persons in the
capacities indicated below on March 24, 1998.
MEDAPHIS CORPORATION
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President and Chief Financial
- ----------------------------------------------------- Officer
Allen W. Ritchie
/s/ MARK P. COLONNESE* Vice President, Corporate Controller and
- ----------------------------------------------------- Principal Accounting Officer
Mark P. Colonnese
/s/ ROBERT C. BELLAS, JR.* Director
- -----------------------------------------------------
Robert C. Bellas, Jr.
/s/ JOHN C. POPE* Director
- -----------------------------------------------------
John C. Pope
/s/ DAVID R. HOLBROOKE, M.D.* Director
- -----------------------------------------------------
David R. Holbrooke, M.D.
/s/ DENNIS A. PRYOR* Director
- -----------------------------------------------------
Dennis A. Pryor
/s/ C. CHRISTOPHER TROWER* Director
- -----------------------------------------------------
C. Christopher Trower
MEDAPHIS PHYSICIAN SERVICES CORPORATION
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
GOTTLIEB'S FINANCIAL SERVICES, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
II-10
12
MEDICAL MANAGEMENT SCIENCES, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
MEDAPHIS SERVICES CORPORATION
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
MEDAPHIS HEALTHCARE INFORMATION TECHNOLOGY COMPANY
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ CARL D. BLANDINO* Chief Financial Officer
- -----------------------------------------------------
Carl D. Blandino
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
AUTOMATION ATWORK
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ CARL D. BLANDINO* Chief Financial Officer
- -----------------------------------------------------
Carl D. Blandino
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
II-11
13
CONSORT TECHNOLOGIES, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive
- -----------------------------------------------------
David E. McDowell
/s/ CARL D. BLANDINO* Chief Financial Officer
- -----------------------------------------------------
Carl D. Blandino
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
HEALTH DATA SCIENCES CORPORATION
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ KAREN C. MILLER* Chief Financial Officer
- -----------------------------------------------------
Karen C. Miller
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
BSG CORPORATION
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ CARL D. BLANDINO* Chief Financial Officer
- -----------------------------------------------------
Carl D. Blandino
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
II-12
14
ASSETCARE, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
NATIONAL HEALTHCARE TECHNOLOGIES, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
BSG ALLIANCE/IT, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman, Chief Executive Officer and Director
- -----------------------------------------------------
David E. McDowell
/s/ ALLEN W. RITCHIE* Executive Vice President, Chief Financial
- ----------------------------------------------------- Officer and Principal Accounting Officer
Allen W. Ritchie
/s/ RANDOLPH L. M. HUTTO* Director
- -----------------------------------------------------
Randolph L. M. Hutto
II-13
15
BSG GOVERNMENT SOLUTIONS, INC.
SIGNATURE TITLE
--------- -----
/s/ DAVID E. MCDOWELL Chairman and Chief Executive Officer
- -----------------------------------------------------
David E. McDowell
/s/ CARL D. BLANDINO* Chief Financial Officer
- -----------------------------------------------------
Carl D. Blandino
/s/ ALLEN W. RITCHIE* Principal Accounting Officer
- -----------------------------------------------------
Allen W. Ritchie
/s/ LEWIS E. LARSON* Director
- -----------------------------------------------------
Lewis E. Larson
/s/ JAMES A. LONG* Director
- -----------------------------------------------------
James A. Long
*By /s/ DAVID E. MCDOWELL
------------------------------------------------
David E. McDowell
Attorney-in-fact
II-14