-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C+cC1C8SmLFYFz60zp5U2tsw+9J7EMqW2X32uCEJdxbaofwacuoE3Ng5geOfpvUw ySrcIEG2ac/apoD5akLSTA== 0000912057-02-009656.txt : 20020415 0000912057-02-009656.hdr.sgml : 20020415 ACCESSION NUMBER: 0000912057-02-009656 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020312 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIO SOFTWARE INC CENTRAL INDEX KEY: 0001096689 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 581435435 STATE OF INCORPORATION: GA FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-58243 FILM NUMBER: 02573671 BUSINESS ADDRESS: STREET 1: WINDWARD FAIRWAY II STREET 2: 3015 WINDWARD PLZ CITY: ALPHARETTA STATE: GA ZIP: 30005 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CAPE C WAYNE CENTRAL INDEX KEY: 0001106504 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 4800 RIVER GREEN PARKWAY CITY: DULUTH STATE: GA ZIP: 30339 BUSINESS PHONE: 7705763500 MAIL ADDRESS: STREET 1: 4800 RIVER GREEN PARKWAY CITY: DULUTH STATE: GA ZIP: 30339 SC 13D 1 a2073154zsc13d.htm SC 13D
QuickLinks -- Click here to rapidly navigate through this document

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)

(Amendment No. )¹

Optio Software, Inc.

(Name of Issuer)
Common Stock, no par value per share

(Title of Class of Securities)
68389J 10 6

(CUSIP Number)
Ward S. Bondurant, Esq. Morris Manning & Martin LLP 3343 Peachtree Road, Suite 1600 Atlanta, GA 30326 (404) 233-7000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
January 17, 2002

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. o

Note. Six copies of this statement, including exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent.

(1): The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1034 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No.		68389J 10 6		SCHEDULE 13D		Page 2 of 5 Pages


1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
	C. Wayne Cape

2	CHECK THE APPROPRIATE BOX IF A	(a)	o1
	MEMBER OF A GROUP*	(b)	o2
	N/A

3	SEC USE ONLY

4	SOURCE OF FUNDS*
	PF

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) o3
	N/A

6	CITIZENSHIP OR PLACE OF ORGANIZATION
	U.S. Citizen

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 10,010,650⁽¹⁾⁽²⁾

		8	SHARED VOTING POWER N/A

		9	SOLE DISPOSITIVE POWER 6,941,520(1)

		10	SHARED DISPOSITIVE POWER N/A


11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,010,650⁽¹⁾⁽²⁾


12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* o4


13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 46.4%


14	TYPE OF REPORTING PERSON* IN

(1): Includes 3,000,000 shares subject to stock options exercisable within 60 days.
(2): Includes 3,069,130 shares owned by Diane Cape, over which Mr. Cape has sole voting power pursuant to a Voting Agreement between the parties dated as of January 17, 2002. Mr. Cape disclaims such beneficial ownership of the securities held by Ms. Cape except to the extent of his indirect beneficial interest as the holder of voting power over such securities.

CUSIP No.		68389J 10 6		SCHEDULE 13D		Page 3 of 5 Pages

Item 1. Security and Issuer.

This statement on Schedule 13D (this "Statement") relates to the Common Stock, no par value per share ("Common Stock") of Optio Software, Inc., a Georgia corporation ("Issuer"). The principal executive offices of the Issuer are located at 3015 Windward Plaza, Windward Fairways II, Alpharetta, Georgia 30005.

Item 2. Identity and Background.

The name of the individual filing this Statement is C. Wayne Cape whose business address is 3015 Windward Plaza, Windward Fairway II, Alpharetta, Georgia 30005. Mr. Cape is the Chairman of the Board of Directors of the Issuer. The principal address of the Issuer is 3015 Windward Plaza, Windward Fairway II, Alpharetta, Georgia 30005.

Mr. Cape is not required to disclose any legal proceedings pursuant to Items 2(d) or 2(e) of Schedule 13D. Mr. Cape is a citizen of the United States.

Item 3. Source and Amount of Funds and Other Consideration.

Mr. Cape owned 7,291,520 shares of the Common Stock of the Issuer at the time of the Issuer's initial public offering. Mr. Cape sold 350,000 shares of the Common Stock in the underwriter over-allotment exercise on December 23, 1999. In addition, Mr. Cape holds 3,000,000 shares of Common Stock pursuant to stock options, which are now fully exercisable. On January 17, 2002, Mr. Cape transferred 3,000,000 shares of Common Stock to Diane Cape. As consideration for such transfer, Mr. and Ms. Cape entered into a voting agreement whereby Ms. Cape agreed that from the date of the agreement until January 8, 2007 she would either (i) vote all shares of Common Stock held by her, including the shares acquired from Mr. Cape, plus 69,130 shares previously held by her, in accordance with Mr. Cape's directions or (ii) provide to Mr. Cape a proxy to exercise voting power over such shares.

Mr. Cape used his personal funds to acquire the shares of Common Stock reported in this Statement. Mr. Cape did not acquire beneficial ownership of any of the Common Stock with borrowed funds.

Item 4. Purpose of Transaction.

The transaction being reported is the current Common Stock ownership by Mr. Cape. Mr. Cape has no present plans or proposal that relates to or would result in transactions set forth in Item 4(a) through (j) inclusive.

CUSIP No.		68389J 10 6		SCHEDULE 13D		Page 4 of 5 Pages

Item 5. Interest in Securities of the Issuer.

(a) As of February 1, 2002, Mr. Cape beneficially owns 10,010,650 shares of the Common Stock of the Issuer, which includes 3,000,000 shares issuable upon the exercise of stock options that are exercisable within sixty days of the date hereof, and 3,069,130 shares owned by Diane Cape, over which Mr. Cape has sole voting power pursuant to a Voting Agreement between the parties dated as of January 8, 2002. Mr. Cape beneficially owns 46.4% of the Common Stock of the Issuer based on 21,582,398 shares deemed outstanding as of February 1, 2002, which includes 3,000,000 shares issuable upon exercise of the options owned by Mr. Cape. Mr. Cape disclaims such beneficial ownership of the securities held by Ms. Cape except to the extent of his indirect beneficial interest as the holder of the voting power over such securities.

(b) As of February 1, 2002, Mr. Cape has sole power to vote or direct the vote of 10,010,650 shares and the sole power to dispose or direct the disposition of 6,941,520 shares.

(c) Other than the transfer of 3,000,000 shares to Diane Cape on January 17, 2002, Mr. Cape has not effected any transaction in the Common Stock within the past sixty days.

(d) To Mr. Cape's knowledge, other than Diane Cape's right to receive the dividends on the 3,069,130 shares of Common Stock owned by her, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities of the Issuer reported on herein.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Other than his voting agreement with Diane Cape discussed in Item 5(a) above, Mr. Cape does not have any contracts, arrangements, understandings or relationships with any person with respect to the Common Stock of the Issuer, including but not limited to transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. Material to be Filed as Exhibits.

Voting Agreement by and between C. Wayne Cape and Diane Cape dated as of January 8, 2002.

CUSIP No.		68389J 10 6		SCHEDULE 13D		Page 5 of 5 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.


March 12, 2002

	C. WAYNE CAPE
	By:	/s/ C. WAYNE CAPE C. Wayne Cape

The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of the filing person), evidence of the representatives authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and title of each person who signs the statement shall be typed or printed beneath his signature.

Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

QuickLinks

SIGNATURE
EX-99 3 a2073154zex-99.htm EXHIBIT 99

EXHIBIT TO SCHEDULE 13D

VOTING AGREEMENT

VOTING AGREEMENT, effective as of January 8, 2002 (this "Agreement"), between C. Wayne Cape ("Transferor"), having an address of 3015 Windward Plaza, Windward Fairways II, Alpharetta, Georgia 30005, and Diane Cape ("Transferee"), having an address of 510 Avala Court, Alpharetta, Georgia 30022.

W I T N E S S E T H:

WHEREAS, Transferor owns shares of issued and outstanding common stock no par value per share (the "Common Stock"), of Optio Software, Inc. (the "Company");

WHEREAS, contemporaneously herewith, Transferor desires to transfer to Transferee three million (3,000,000) shares of the Common Stock (which, collectively with the shares of Common Stock now or hereafter beneficially owned by Transferee, are referred to herein as the "Shares");

WHEREAS, the parties hereto wish to enter into this Agreement for the purpose of Transferor retaining the voting power of the Shares, while transferring the economic ownership of the transferred Shares to Transferee; and

WHEREAS, Transferee desire to accept such transfer and to become the owner of the transferred Shares subject to the terms of this Agreement.

NOW, THEREFORE, in consideration of the premises and the representations, warranties and covenants contained herein, the parties agree as follows:

1. Agreement to Vote and Proxy. Transferee hereby agrees that, from the date hereof to the Termination Date, at any meeting of the shareholders of the Company, however called, or in connection with any written consent of the shareholders of the Company, Transferee shall vote and exercise all voting and related rights with respect to all of the Shares as directed by Transferor. Transferee shall notify Transferor within three (3) calendar days following her receipt of any notice of a meeting, solicitation of a proxy or other event involving the voting or the exercise of any related rights with respect to any of the Shares (a "Shareholder Action"). Transferor shall notify Transferee of his directions for the Shareholder Action. Transferee shall either (a) perform the Shareholder Action in accordance with Transferor's directions or (b) provide to Transferor a proxy to exercise, either in person or by proxy, any and all voting, waiver, consent and similar rights in respect of the Shares in connection with the Shareholder Action. Upon Transferee's execution hereof, any and all prior proxies given by Transferee with respect to any Shares are hereby revoked and Transferee agrees not to grant any subsequent proxies with respect to the Shares until after the Termination Date (as defined below).

2. Certain Events. In the event of any stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company affecting the Common Stock, the number of Shares shall be adjusted appropriately and this Agreement and the obligations hereunder shall attach to any additional shares of Common Stock issued to Transferee as a result of such stock split, stock dividend, merger, reorganization, recapitalization or other change in the capital structure of the Company.

3. Restriction on Proxies. Transferee agrees that, except as contemplated hereby, from the date hereof to the Termination Date, Transferee shall not, prior to the Termination Date, grant any proxies or powers of attorney, deposit any Shares into a voting trust or enter into a voting agreement with respect to any Shares.

4. Termination. Unless sooner terminated pursuant to any other provision herein contained, this Agreement shall terminate on the earlier to occur of (i) the fifth (5^th) anniversary of the date of this Agreement, (ii) disposition of all of the Shares by Transferee, or (iii) the death of Transferor; provided, however, that the term of this Agreement may be extended by the parties hereto. The date of termination of this Agreement is referred to herein as the "Termination Date".

5. Representations and Warranties of the Transferee. Transferee (i) is the beneficial owner of the Shares, free and clear of any liens, claims, options, rights of first refusal, co-sale rights, charges or other encumbrances; (ii) does not beneficially own any securities of the Company other than the Shares and certain options to purchase shares of Common Stock of the Company granted by the Company; (iii) has not granted to any person, group or entity any proxies or powers of attorney with respect to the Shares, deposited any Shares into a voting trust or entered into a voting agreement with respect to any Shares, and (iv) has full power and authority to make, enter into and carry out the terms of this Agreement.

6. Miscellaneous.

(a) Entire Agreement; Assignment. This Agreement (i) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof and (ii) shall not be assigned by operation of law or otherwise.

(b) Amendments. This Agreement may not be modified, amended, altered or supplemented, except upon the execution and delivery of a written agreement executed by the parties.

(c) Notices. Any notice or other communication required or permitted hereunder shall be delivered by hand to the appropriate party or by certified United States mail, return receipt requested, or by reputable next day overnight delivery service, postage and charges prepaid, to the addresses set forth on page one of this Agreement. Any notice if delivered by hand or overnight delivery shall be effective upon delivery, or if mailed, be effective on the earlier of five (5) days after deposit in the mail or receipt. Each party hereto may change its address for notice and other communications from time to time by notifying the other party hereto of the new address in the manner herein provided for giving notice.

(d) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia without giving effect to the conflicts of laws principles thereof.

(e) Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which when taken together shall constitute one and the same Agreement.

(f) Descriptive Headings. The descriptive headings used herein are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement.

(g) Severability. Whenever possible, each provision or portion of any provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law but if any provision or portion of any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Agreement will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.

(h) Additional Documents. Transferee hereby covenants and agrees to execute and deliver any additional documents necessary or desirable, in the reasonable opinion of Transferor, to carry out the intent of this Agreement.

IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the day and year first above written.

		TRANSFEROR:
		/s/ C. WAYNE CAPE C. WAYNE CAPE
		TRANSFEREE:
		/s/ DIANE CAPE DIANE CAPE

-----END PRIVACY-ENHANCED MESSAGE-----