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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MEDE AMERICA CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 7374 11-3270245
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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DAVID M. GOLDWIN, ESQ.
GENERAL COUNSEL
MEDE AMERICA CORPORATION
90 MERRICK AVENUE, SUITE 501
EAST MEADOW, NEW YORK 11554
(516) 542-4500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
MARK J. TANNENBAUM, ESQ. FREDERICK W. KANNER, ESQ.
REBOUL, MACMURRAY, HEWITT, DEWEY BALLANTINE LLP
MAYNARD & KRISTOL 1301 AVENUE OF THE AMERICAS
45 ROCKEFELLER PLAZA NEW YORK, NY 10019
NEW YORK, NY 10111 (212) 259-8000
(212) 841-5700
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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, 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] SEC File
No.333-55977
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 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. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2)(3) FEE
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Common Stock, $.01 par value......... 516,043 shares $ 13.00 $6,900,230 $2,036
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(1) Includes 67,310 shares of Common Stock that may be sold pursuant to the
Underwriters' over-allotment option. See "Underwriting."
(2) Estimated solely for purposes of calculating the amount of the registration
fee paid pursuant to Rule 457(a) under the Securities Act of 1933, as
amended.
(3) Shares of Common Stock with a maximum offering price of $62,100,000 were
registered under SEC File No. 333-55977, and a filing fee of $18,320 was
previously paid with respect thereto.
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EXPLANATORY NOTE
This registration statement relates to the public offering of Common Stock
of MedE America Corporation contemplated by a Registration Statement on Form
S-1, Securities and Exchange Commission File No. 333-55977 (the "Prior
Registration Statement") and is filed solely to increase the number of shares to
be offered in such offering by 448,733 shares plus up to 67,310 shares that may
be sold pursuant to the Underwriters' over-allotment option. The contents of the
Prior Registration Statement are hereby incorporated by reference.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Exhibits
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------
5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5.1).
24.1* -- Power of Attorney.
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* Incorporated by reference from the signature page of Registration Statement
on Form S-1 of the Registrant, SEC File No. 333-55977
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned thereunto duly authorized, on February 1, 1999.
MEDE AMERICA CORPORATION
By: THOMAS P. STAUDT
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Thomas P. Staudt
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities held on the dates indicated.
SIGNATURES TITLE DATE
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THOMAS P. STAUDT President and Chief Executive February 1, 1999
- ------------------------- Officer (Principal executive officer);
Thomas P. Staudt Director
THOMAS P. STAUDT* Chief Financial Officer (Principal February 1, 1999
- ------------------------- financial and accounting officer)
Richard P. Bankosky
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Thomas E. McInerney
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Anthony J. de Nicola
THOMAS P. STAUDT* Director February 1, 1999
- -------------------------
Timothy M. Murray
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* As attorney-in-fact.
II-2
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- --------- -----------------------------------------------------------------
5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol.
23.1 -- Consent of Deloitte & Touche LLP, independent accountants.
23.2 -- Consent of Deloitte & Touche LLP, independent accountants.
23.3 -- Consent of KPMG LLP, independent accountants.
23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included
in Exhibit 5.1).
24.1* -- Power of Attorney.
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* Incorporated by reference from the signature page of Registration Statement
on Form S-1 of the Registrant, SEC File No. 333-55977