1
As filed with the Securities and Exchange Commission
on June 15, 1998
Registration No. 333-
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
ENVOY CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TENNESSEE
- --------------------------------------------------------------------------------
(State or other jurisdiction of incorporation or organization)
62-1575729
- --------------------------------------------------------------------------------
(I.R.S. employer identification no.)
TWO LAKEVIEW PLACE
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 38214
- --------------------------------------------------------------------------------
(Address of principal executive offices)
ENVOY CORPORATION
1998 STOCK INCENTIVE PLAN
ENVOY CORPORATION
1998 SYNERGY STOCK OPTION PLAN
ENVOY CORPORATION
1998 EXPRESSBILL STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plans)
GREGORY T. STEVENS
TWO LAKEVIEW PLACE
15 CENTURY BOULEVARD, SUITE 600
NASHVILLE, TENNESSEE 37214
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(615) 885-3700
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
PROPOSED
PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE MAXIMUM OFFERING AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED PRICE PER SHARE(*) PRICE REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------------
COMMON STOCK 2,375,000 SHARES $46.875 $111,328,125 $32,842
- ---------------------------------------------------------------------------------------------------------------------
* Estimated solely for the purpose of determining the amount of the registration
fee. Such estimate has been calculated in accordance with Rule 457(c) under the
Securities Act of 1933, as amended, and is based on the average of the high and
low price per share of the Registrant's Common Stock as reported on the Nasdaq
National Market on June 8, 1998.
2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by ENVOY Corporation, a Tennessee
corporation (the "Registrant"), with the Securities and Exchange Commission
pursuant to the Securities Exchange Act of 1934 (the "Exchange Act") are hereby
incorporated by reference as of their respective dates:
(1) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997.
(2) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998.
(3) The Registrant's Current Reports on Form 8-K dated February
25, 1998, and March 9, 1998 as amended by a Current Report on
Form 8-K/A dated May 5, 1998.
(4) The description of the Registrant's Common Stock (the "Common
Stock") contained in the Registration Statement on Form 10
filed by the Registrant to register the Common Stock under the
Exchange Act, including all amendments and reports filed for
the purpose of updating such description prior to the
termination of the offering of the Common Stock offered
hereby.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modifies
or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part hereof.
Item 4. Description of Securities.
Inapplicable.
Item 5. Interests of Named Experts and Counsel.
Inapplicable.
3
Item 6. Indemnification of Directors and Officers.
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any director or officer against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) the director or officer reasonably believed, in the case of conduct in his
or her official capacity with the corporation, that such conduct was in the
corporation's best interest, or, in all other cases, that his or her conduct was
not opposed to the best interests of the corporation, and (iii) in connection
with any criminal proceeding, the director or officer had no reasonable cause to
believe that his or her conduct was unlawful. In actions brought by or in the
right of the corporation, however, the TBCA provides that no indemnification may
be made if the director or officer is adjudged to be liable to the corporation.
Similarly, the TCBA prohibits indemnification in connection with any proceeding
charging improper personal benefit to any director or officer, if such director
or officer is adjudged liable on the basis that a personal benefit was
improperly received. In cases where the director or officer is wholly
successful, on the merits or otherwise, in the defense of any proceeding
instigated because of his or her status as a director or officer of a
corporation, the TBCA mandates that the corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. Notwithstanding
the foregoing, the TBCA provides that a court of competent jurisdiction, upon
application, may order that a director or officer be indemnified for reasonable
expense if, in consideration of all relevant circumstances, the court determines
that such individual is fairly and reasonably entitled to indemnification,
whether or not the standard of conduct set forth above was met.
The Registrant's Bylaws require the Registrant to indemnify its
directors and officers to the fullest extent permitted by law with respect to
all liability and loss suffered and expense reasonably incurred by such person
in any action, suit or proceeding in which such person was (or is) made (or
threatened to be made) a party, or is otherwise involved by reason of the fact
that such person is or was a director or officer of the Registrant. The Bylaws
further provide that the Registrant is obligated to pay the expenses of the
directors and officers incurred in defending the foregoing proceedings if the
indemnified party agrees to repay all amounts advanced if it is ultimately
determined that such person is not entitled to indemnification.
In addition, the Registrant's Charter provides that the Registrant's
directors shall not be personally liable to the Registrant or its shareholders
for monetary damages for breach of any fiduciary duty as a director of the
Registrant except to the extent such exemption from liability or limitation
thereof is not permitted under the TBCA. Under the TBCA, this provision does not
relieve the Registrant's directors from personal liability to Registrant or its
shareholders for monetary damages for breach of fiduciary duty as a director, to
the extent such liability arises from a judgment or other final adjudication
establishing (a) any breach of the director's duty of loyalty, (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (c) any unlawful distributions, or (d) receiving any improper
personal benefit. Nor does this provision eliminate the duty of care and, in
appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Tennessee law. Finally, this
provision does not affect a director's responsibilities under any other law,
such as the federal securities laws or state or federal environmental laws.
The Registrant has entered into indemnification agreements with each of
its directors and executive officers. The Registrant believes that its Charter
and Bylaw provisions and
II-2
4
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.
The Registrant has in effect an executive liability insurance policy
which provides coverage for its directors and officers. Under this policy, the
insurer agrees to pay, subject to certain exclusions (including violations of
securities laws), for any claim made against a director or officer of the
Registrant for a wrongful act by such director or officer, but only if and to
the extent such director or officer becomes legally obligated to pay such claim
or the Registrant is required to indemnify the director or officer for such
claim.
Item 7. Exemption From Registration Claimed.
Inapplicable.
Item 8. Exhibits.
See Exhibit Index (page II-7).
Item 9. Undertakings.
A. The Registrant hereby undertakes:
(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, as amended (the "Securities Act");
(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;
(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 Exchange Act
that are incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, 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.
II-3
5
(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. The Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act 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 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
Securities 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 Securities
Act and will be governed by the final adjudication of such issue.
II-4
6
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-8, 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 15th day
of June, 1998.
ENVOY CORPORATION
By: /s/ Fred C. Goad, Jr.
-----------------------------------------
Fred C. Goad, Jr.
Chairman of the Board, Co-Chief Executive
Officer and Director
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Fred C. Goad, Jr., Jim D. Kever and
Gregory T. Stevens, and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him and in his
name, place, and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
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- June 15, 1998
- ---------------------------------- Chief Executive Officer and
Fred C. Goad, Jr. Director
/s/ Jim D. Kever President, Co-Chief Executive June 15, 1998
- ---------------------------------- Officer and Director
Jim D. Kever
/s/ Kevin M. McNamara Senior Vice President, Chief June 15, 1998
- ---------------------------------- Financial Officer and
Kevin M. McNamara Director (Principal
Accounting Officer)
II-5
7
Signature Title Date
--------- ----- ----
/s/ Harlan F. Seymour Senior Vice President of June 15, 1998
- ---------------------------------- Corporate Strategy and
Harlan F. Seymour Development and Director
/s/ William E. Ford Director June 15, 1998
- ----------------------------------
William E. Ford
/s/ W. Marvin Gresham Director June 15, 1998
- ----------------------------------
W. Marvin Gresham
/s/ Laurence E. Hirsch Director June 15, 1998
- ----------------------------------
Laurence E. Hirsch
/s/ Richard A. McStay Director June 15, 1998
- ----------------------------------
Richard A. McStay
II-6
8
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
4.1 Charter, as amended (1)
4.2 Shareholder Rights Plan (2)
4.3 Registration Rights Agreement dated March 6, 1996 by and
among ENVOY, General Atlantic Partners 25, L.P., GAP
Coinvestment Partners, L.P. and First Union Capital
Partners, Inc. (3)
4.4 Registration Rights Agreement dated March 6, 1996 by and among
ENVOY and the Purchasers set forth on the signature pages
thereto (3)
4.5 Registration Rights Agreement dated February 27, 1998, by and
between ENVOY and the Persons set forth on the signature pages
thereto (4)
4.6 1998 Stock Incentive Plan (5)
4.7 1998 Synergy Stock Option Plan
4.8 1998 ExpressBill Stock Option Plan (4)
5 Opinion of Bass, Berry & Sims PLC
23.1 Consent of Ernst & Young LLP
23.2 Consent of Arthur Andersen LLP
23.3 Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on Page II-5)
- --------------------------------------
(1) Charter as originally amended incorporated by reference to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1995 and
Certificate of Designations setting forth terms of Series B Preferred Stock
incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997.
(2) Incorporated by reference to the Registrant's Form 10, as amended,
Commission File No. 0-25062.
(3) Incorporated by reference to the Registrant's Current Report on Form 8-K
filed March 21, 1996.
(4) Incorporated by reference to the Registrant's Annual Report on Form 10-K
for the year ended December 31, 1997.
(5) Incorporated by reference to Exhibit A to the Registrant's Proxy Statement
dated April 23, 1998 for the Annual Meeting of Shareholders held June 4,
1998.
II-7