-----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, S1wlwy8ZxOZfqtW7SG9lxYM6K6KzanRT5Hbzm4jTIHlydu839wt8swROoJd2F3hI hcu20Fc8XdAtS6+w1vbNUw== 0000931763-99-003072.txt : 19991110 0000931763-99-003072.hdr.sgml : 19991110 ACCESSION NUMBER: 0000931763-99-003072 CONFORMED SUBMISSION TYPE: 424B1 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19991109 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INFOCURE CORP CENTRAL INDEX KEY: 0001028584 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 256767842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 424B1 SEC ACT: SEC FILE NUMBER: 333-88589 FILM NUMBER: 99744639 BUSINESS ADDRESS: STREET 1: 1765 THE EXCHANGE STREET 2: STE 450 CITY: ATLANTA STATE: GA ZIP: 30339 BUSINESS PHONE: 7709680900 MAIL ADDRESS: STREET 1: 1765 THE EXCHANGE STREET 2: STE 450 CITY: ATLANTA STATE: GA ZIP: 30339 424B1 1 INFOCURE CORP Filed Pursuant to Rule 424(b)(1) Registration No. 333-88589 512,865 Shares InfoCure Corporation Common Stock These shares of common stock are being offered by the selling stockholders identified in this prospectus. InfoCure Corporation issued the shares to the selling stockholders in connection with acquisitions. See "Issuance of Common Stock to Selling Stockholders." The selling stockholders may sell these shares from time to time on the over-the-counter market in regular brokerage transactions, in transactions directly with market makers or in certain privately negotiated transactions. For additional information on the methods of sale, you should refer to the section entitled "Plan of Distribution." InfoCure will not receive any portion of the proceeds from the sale of these shares. Each of the selling stockholders may be deemed to be an "Underwriter," as that term is defined in the Securities Act of 1933, as amended. InfoCure Corporation's common stock is traded on the Nasdaq Stock Market under the symbol "INCX." Investing in the common stock involves certain risks. See "Risk Factors" beginning on page 1. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities, or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense. The date of this prospectus is November 5, 1999 TABLE OF CONTENTS Incorporation of Certain Documents by Reference....................... i Where You Can Find More Information................................... ii InfoCure Summary...................................................... 1 Risk Factors.......................................................... 1 Forward Looking Statements............................................ 3 Use of Proceeds....................................................... 4 InfoCure Background................................................... 4 Issuance of Common Stock to Selling Stockholders...................... 5 Plan of Distribution.................................................. 5 Selling Stockholders.................................................. 7 Legal Matters......................................................... 8 Experts............................................................... 8 InfoCure has not authorized any dealer, salesperson or other person to give any information or represent anything not contained in this prospectus. You should not rely on any unauthorized information. This prospectus does not offer to sell or buy any shares in any jurisdiction in which it is unlawful. The information in this prospectus is current as of the date on the cover. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE This prospectus is part of a registration statement on Form S-3 that InfoCure filed with the Securities and Exchange Commission. This prospectus does not contain all the information in that registration statement. For further information with respect to InfoCure and the securities offered by this prospectus, you should review the registration statement. You can obtain the registration statement from the SEC and the Nasdaq Stock Market at the public reference facilities we refer to below. The SEC allows InfoCure to "incorporate by reference" information into this prospectus. This means that InfoCure may refer you to important information about InfoCure provided in other documents on file with the SEC. The information incorporated by reference is considered to be part of this prospectus, unless that information has been updated in this prospectus. In addition, InfoCure may, from time to time, update information contained in this prospectus or in another document that is incorporated by reference. Whenever InfoCure files a document with the SEC that updates information in this prospectus or in any other document incorporated by reference, the new information will be considered to replace the old information. Any statement in this document that is subsequently updated will no longer be considered a part of this prospectus. The following documents are incorporated by reference into this prospectus:
Filing Period ------ ------ Annual Report on Form 10-KSB................................................................. Year Ended December 31, 1998 Current Report on Form 8-K (relating to the RADMAN acquisition).............................. Dated January 6, 1999 Registration Statement on Form 8-A (with respect to the description of the common stock contained therein)............................................................ Filed on January 28, 1999 Current Report on Form 8-K (relating to the OMSystems merger)................................ Dated February 9, 1999 Registration Statement on Form S-3 (with respect to a public offering of an aggregate of 3,759,000 common shares).................................................................... Declared effective on April 21, 1999 Quarterly Report on Form 10-Q................................................................. Quarter Ended March 31, 1999 Quarterly Report on Form 10-Q................................................................. Quarter Ended June 30, 1999 Current Report on Form 8-K (containing Supplemental Financial Statements).................... Dated September 24, 1999
i All documents filed by InfoCure pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 after the date of the registration statement containing this prospectus are also incorporated by reference into this prospectus as of the date such documents are filed with the SEC. On request, InfoCure will provide, at no cost to each person who receives a copy of this prospectus, a copy of any or all of the documents incorporated by reference into this prospectus. InfoCure will not provide exhibits to any of such documents, however, unless such exhibits are specifically incorporated by reference into this prospectus. Written or telephonic requests for such copies should be addressed to InfoCure's principal executive offices, attention: Sue Griffen, 1765 The Exchange, Suite 500, Atlanta, Georgia 30339, telephone number (770) 221-9990. WHERE YOU CAN FIND MORE INFORMATION InfoCure files reports, proxy statements and other information with the SEC. InfoCure has filed with the SEC a registration statement on Form S-3 under the Securities Act of 1933, as amended, to register the offering of the shares of common stock offered hereby. This prospectus, which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement. Prospective investors may read and copy the registration statement and its exhibits and schedules without charge at the Public Reference Room maintained by the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549. Prospective investors may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. In addition, InfoCure is required to file electronic versions of these documents with the SEC through the SEC's Electronic Data Gathering, Analysis, and Retrieval (EDGAR) system. The SEC maintains a World Wide Web site at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the SEC. ii INFOCURE SUMMARY This summary highlights information contained elsewhere in this prospectus. It is not complete and may not contain all of the information that you should consider before investing in our common stock. We are a leading national provider of healthcare practice management software products and services in targeted specialty markets. Our wide range of practice management software automates the administrative, financial and clinical information management functions for doctors, dentists and other healthcare practitioners. We also provide our customers with ongoing maintenance and support, training, electronic data interchange services and electronic commerce services. These products and services are designed to increase the quality and reduce the cost of providing care by enabling physicians to manage their practices more efficiently. As of September 15, 1999, approximately 13,000 customer sites had installed InfoCure systems. These sites represent approximately 75,000 healthcare providers, and we have systems installed in all 50 states. Our goal is to become the leading provider of practice management systems to targeted healthcare practice specialties, including: . anesthesiology . oral and maxillofacial surgery . podiatry . dermatology . orthodontics . radiology . emergency medicine . pathology Our principal offices are located at 1765 The Exchange, Suite 500, Atlanta, Georgia 30339, and our telephone number is (770) 221-9990. RISK FACTORS You should carefully consider the following factors and other information in this prospectus before deciding to purchase shares of our common stock. Failure to Successfully Integrate Acquisitions and Reduce Our Operating Expenses Could Adversely Affect Our Future Financial Results The successful integration of the businesses we acquire is critical to our future success. Integrating the management and operations of the businesses we acquire is time consuming, and we cannot guarantee that we will achieve any of the anticipated synergies and other benefits expected to be realized from the acquisitions, including those reflected in our unaudited pro forma combined financial data. We may face any one or more of the following difficulties: . difficulty integrating the financial, operational and administrative functions of acquired businesses; . difficulty integrating the products of acquired businesses; . delays in realizing the benefits of our strategies for an acquired business; . diversion of management's attention from our existing operations; . difficulty operating in markets in which we have little prior experience; . inability to retain key employees necessary to continue the operations of the acquired businesses; or . acquiring businesses with unknown liabilities, problems related to the year 2000, software bugs or adverse litigation and claims. Any failure to successfully integrate our acquisitions and reduce their operating expenses could have a material adverse effect on our future financial results and could negatively impact our ability to acquire other businesses or otherwise execute our business strategy. We May Face Claims Related to Year 2000 Problems With Our Products Which May Result in Significant Costs and Uncertainties Many installed computer systems and software products are designed to accept and process year codes with only two digits in their date fields. These systems and products may not operate properly when required to distinguish dates occurring on or after January 1, 2000 from dates in the 1900's. If our software products are not able to make this distinction, our customers may make claims against us which may result in significant costs and uncertainty. 1 We believe we have identified most of our year 2000 readiness issues. We have concluded tests for substantially all of our products that we will continue to sell or support. We have determined that a majority of these products are ready for the year 2000. With respect to the rest of the products that we will continue to sell or support, we believe that we can modify these products so that they will be ready for the year 2000 by October 31, 1999, but we cannot guarantee that they will be. We could experience delays or failures in developing or implementing the required modifications. For older products that we no longer sell or support, we have attempted to notify all known users of these products that these products generally are not ready for the year 2000 and that we have no plans to make them ready for the year 2000. We cannot guarantee that we will be able to contact all such users. As part of our effort to make our products ready for the year 2000 and to help our customers make their systems that use our products ready for the year 2000, we have offered our customers various alternative forms of products and assistance, including year 2000 information and diagnostic tools, software patches, product upgrades and replacement products. We cannot guarantee that these tools, patches, upgrades or replacement products will solve all material year 2000 problems with our products or our customers' systems. In addition, we cannot guarantee that claims will not be brought against us alleging that we harmed customers by failing to provide all of the information, tools, patches, upgrades or replacement products required to solve all material year 2000 readiness problems. We May Have Difficulties Managing Our Growth and Hiring Qualified Employees Our growth places a significant strain on our management and operations. Our future growth will depend, in part, on our ability to implement and expand financial control systems, train and manage our employee base and provide support and services to an increasing customer base. Key personnel have recently joined InfoCure, and none of our officers has had significant experience in managing a large, public company. Our success is dependent to a significant degree on our ability to hire, retain and motivate sales, marketing and technical employees. We believe that there is a shortage of, and significant competition for, personnel with the advanced technological, managerial and marketing skills necessary in our business. Our ability to implement our growth strategy could be adversely affected by an inability to hire and maintain additional qualified personnel. Our Growth May Be Limited by Difficulties Implementing Our Acquisition Strategy We intend to pursue acquisitions of businesses, product lines and technologies that are complementary to our business. Our ability to grow through acquisitions will be limited by: . lack of suitable acquisition candidates at acceptable acquisition prices; . lack of capital to complete acquisitions; and . a material decline in the market value of our common stock; or . increased competition for acquisition candidates. Any one of these risks could limit our growth and have a material adverse effect on our business. We Expect to Need Additional Capital for Acquisitions and We Cannot Guarantee That This Capital Will Be Available to Us We expect to finance future acquisitions, if any, through cash from operations, our credit facility or other indebtedness, issuances of common stock or other securities, or any combination of these sources. We cannot guarantee that capital will be available on terms acceptable to us, or at all. Our Success Depends on Our Key Executives and the Loss of Any of Our Executives Could Adversely Affect Our Future Results Our business depends on the continued efforts of our Chief Executive Officer, Frederick L. Fine, and our Executive Vice President, James K. Price. If either of these persons becomes unable or unwilling to continue his role with us, or if we are unable to attract or retain other qualified employees, future results could be adversely impacted. Although we have entered into employment agreements with Messrs. Fine and Price and other key executives, we cannot guarantee that any individual will continue in his present capacity with us for any particular period of time. 2 The Consolidation of the Healthcare Industry Could Adversely Affect Our Future Results Many healthcare providers are consolidating into larger practice groups with greater market presence. As a result, these providers have greater bargaining power which may lead to declining prices for our products. This could have an adverse effect on our future results. In addition, the consolidation of smaller practice groups may require the resulting larger group to unify its practice management systems. We believe that once a healthcare provider has chosen a particular practice management systems vendor, it will rely on that vendor for its future practice management systems requirements. Thus, the vendor with the broadest market share will have a competitive advantage as consolidation continues. An inability to make initial sales of practice management systems to healthcare providers prior to consolidation or to maintain our existing customer base subsequent to consolidation may have a material adverse effect on future results. FORWARD-LOOKING STATEMENTS Some of the statements contained in this prospectus contain forward- looking information. These statements are found in the sections entitled "Prospectus Summary" and "Risk Factors." They include statements concerning: . our growth and operating strategy; and . trends in our industry and in healthcare generally. You can identify these statements by forward-looking words such as "expect," "believe," "goal," "plan," "intend," "estimate," "may" and "will" or similar words. You should be aware that those statements are subject to known and unknown risks, uncertainties and other factors, including those discussed in the section entitled "Risk Factors," that could cause the actual results to differ materially from those suggested by the forward-looking statements. 3 USE OF PROCEEDS The proceeds from the sale of the common stock offered pursuant to this prospectus are solely for the account of the selling stockholders identified herein. Accordingly, InfoCure will not receive any proceeds from the sale of the shares from the selling stockholders. INFOCURE BACKGROUND Background InfoCure was incorporated in Delaware in November 1996. Prior to July 10, 1997, InfoCure conducted no significant operations and generated no revenue. InfoCure organized its business by combining the operations of six companies acquired on July 10, 1997. On July 10, 1997, InfoCure also completed its initial public offering of 2.8 million shares of common stock at a price to the public of $2.75 per share, resulting in net proceeds to InfoCure of approximately $6.0 million. On April 27, 1999, InfoCure completed an underwritten public offering of 6.0 million shares of common stock at a price to the public of $13.00 per share, resulting in net proceeds to InfoCure of approximately $73.3 million. On August 19, 1999, InfoCure effected a two-for- one stock split in the form of a stock dividend to holders of its common stock of record on August 5, 1999. Unless otherwise stated, all share and per share information in this prospectus reflects the stock split. Acquisitions Since July 10, 1997, InfoCure has acquired the following 16 companies:
Effective Type of Name of Acquired Company Date Acquisition ------------------------ ---------- -------------- SoftEasy Software, Inc...................................... 09/30/1997 Stock Purchase Commercial Computers, Inc................................... 10/01/1997 Asset Purchase Professional On-Line Computer, Inc.......................... 10/01/1997 Asset Purchase Pace Financial Corporation.................................. 11/01/1997 Stock Purchase OPMS, the orthodontic business unit of Halis Services, Inc............................................. 12/01/1997 Asset Purchase Medical Software Integrators, Inc........................... 01/01/1998 Stock Purchase Micro-Software Designs, Inc................................. 01/01/1998 Asset Purchase The Healthcare Systems Division of The Reynolds and Reynolds Company.......................................... 10/23/1998 Asset Purchase Radiology Management Systems, Inc. (RADMAN)................. 12/23/1998 Merger Macon Systems Management, LLC............................... 02/12/1999 Merger OMSystems, Inc.............................................. 02/18/1999 Merger Phynet Corporation.......................................... 04/30/1999 Asset Purchase Strategicare, Inc., and its wholly owned subsidiary Disc Computer Systems, Inc................................ 05/31/1999 Stock Purchase Ardsley M.I.S., Inc, d/b/a Glentec Business Computers, Inc.. 08/17/1999 Merger Medfax Corporation.......................................... 08/30/1999 Merger Scientific Data Management, Inc............................. 08/31/1999 Merger
In addition, InfoCure has signed an agreement to merge with Datamedic Holding Corp. in a transaction that is expected to close on or about November 15, 1999. 4 ISSUANCE OF COMMON STOCK TO SELLING STOCKHOLDERS The selling stockholders received their shares of common stock in transactions with InfoCure as follows: . 280,243 shares of common stock offered hereby were issued in connection with the merger with Scientific Data Management, Inc. on August 31, 1999; and; . 372,744 shares of common stock offered hereby were issued upon the conversion of a convertible note on September 29, 1999 issued in connection with the acquisition of The Healthcare Systems Division of the Reynolds and Reynolds Company on October 23, 1998. PLAN OF DISTRIBUTION Shares of common stock covered hereby may be offered and sold from time to time by the selling stockholders or their pledgees, donees, transferees, and other successors in interest. The selling stockholders will act independently of InfoCure in making decisions with respect to the timing, manner and size of each sale. The selling stockholders may sell the shares offered hereby in the following ways: . on the Nasdaq Stock Market, the over-the-counter market or otherwise at prices and at terms then prevailing or at prices related to the then current market price; or . in private sales at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. The selling stockholders and any underwriter, dealer or agent who participate in the distribution of such shares may be deemed to be "underwriters" under the Securities Act, and any discount, commission or concession received by such persons might be deemed to be an underwriting discount or commission under the Securities Act. InfoCure has agreed to indemnify the selling stockholders against certain liabilities arising under the Securities Act. Any broker-dealer participating in such transactions as agent may receive commissions from the selling stockholders (and, if acting as agent for the purchaser of such shares, from such purchaser). Usual and customary brokerage fees will be paid by the selling stockholders. Broker-dealers may agree with the selling stockholders to sell a specified number of shares at a stipulated price per share, and, to the extent such a broker-dealer is unable to do so acting as agent for the selling stockholders, to purchase as principal any unsold shares at the price required to fulfill the broker-dealer commitment to the selling stockholders. Broker-dealers who acquire shares as principals may thereafter resell such shares from time to time in transactions (which may involve crosses and block transactions and which may involve sales to and through other broker-dealers, including transactions of the nature described above) in the over-the- counter market, in negotiated transactions or by a combination of such methods of sale or otherwise at market prices prevailing at the time of sale or at negotiated prices, and in connection with such resales may pay to or receive from the purchasers of such shares commissions computed as described above. InfoCure has advised the selling stockholders that the anti-manipulation rules under the Securities Exchange Act of 1934, as amended, may apply to sales of their shares in the market and to the activities of the selling stockholders and their affiliates. The selling stockholders have advised InfoCure that during such time as the selling stockholders may be engaged in the attempt to sell shares registered hereunder, they will: . not engage in any stabilization activity in connection with any of InfoCure's securities; . not bid for or purchase any of InfoCure's securities or any rights to acquire InfoCure's securities, or attempt to induce any person to purchase any of InfoCure's securities or rights to acquire InfoCure's securities other than as permitted under the Exchange Act; . not effect any sale or distribution of their shares until after the prospectus shall have been appropriately amended or supplemented, if required, to set forth the terms thereof; and 5 . effect all sales of shares in broker's transactions through broker- dealers acting as agents, in transactions directly with market makers, or in privately negotiated transaction where no broker or other third party (other than the purchaser) is involved. The selling stockholders may indemnify any broker-dealer that participates in transactions involving the sale of their shares against certain liabilities, including liabilities arising under the Securities Act. Any commissions paid or any discounts or concessions allowed to any such broker-dealers, and any profits received on the resale of such shares, may be deemed to be underwriting discounts and commissions under the Securities Act if any such broker-dealers purchase shares as principal. In order to comply with the securities laws of certain states, if applicable, InfoCure's common stock will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states, the common stock may not be sold unless such shares have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with. InfoCure has agreed to use its best efforts to maintain the effectiveness of this registration statement with respect to the shares of common stock offered hereunder by the selling stockholders until the earlier of the sale of such shares or the first anniversary of the date of this prospectus. No sales may be made pursuant to this prospectus after such date unless InfoCure amends or supplements this prospectus to indicate that it has agreed to extend such period of effectiveness. There can be no assurance that the selling stockholders will sell all or any of the shares of common stock offered hereunder. 6 SELLING STOCKHOLDERS All of the shares of common stock registered for sale pursuant to this prospectus will be owned immediately after registration by the selling stockholders. None of the selling stockholders is a director or executive officer of InfoCure. Certain selling stockholders may be non-officer employees of InfoCure. The following table sets forth certain information known to InfoCure with respect to beneficial ownership of InfoCure's common stock as of August 31, 1999 by each selling stockholder. The following table assumes that the selling stockholders sell all of the shares. Since each selling stockholder may choose not to sell his or her shares, InfoCure is unable to state the exact number of shares that actually will be sold. Information with respect to "beneficial ownership" shown below is based on information supplied by the respective beneficial owner or by other stockholders as well as filings made with the SEC or furnished to InfoCure. For purposes of calculating the percentage beneficially owned, the shares of common stock deemed outstanding include: . 28,518,678 shares outstanding as of September 15, 1999; and . shares issuable by InfoCure pursuant to options, warrants and convertible securities held by the respective person which may be exercised or converted within 60 days following the date of this prospectus ("Presently Exercisable Options"). The shares outstanding exclude 95,000 shares that are issuable upon the attainment of vesting goals applicable to restricted stock awards. Presently Exercisable Options are deemed to be outstanding and to be beneficially owned by the person holding such options for the purpose of computing the percentage ownership of such person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Unless otherwise specified, the mailing address of each beneficial owner is c/o InfoCure Corporation, 1765 The Exchange, Suite 500, Atlanta, Georgia 30339.
Common Common Stock Stock to Beneficially Owned be Sold Common Stock Prior to the in the Beneficially Owned Offering Offering After the Offering ---------------------- -------- --------------------- Name and Address of Beneficial Owner Shares Percentage Shares Shares Percentage - ------------------------------------ ------- ---------- -------- ------- ---------- Memminger, Joseph J............................ 280,243 1.0% 140,121 140,122 * Reynolds & Reynolds Holdings, Inc. 372,744 1.3% 372,744 - - ------- Total................................... 512,865 =======
- ----------------------- * Less than one percent. 7 LEGAL MATTERS The validity of the issuance of the shares of the common stock offered hereby will be passed upon for InfoCure and the Selling Stockholders by Morris, Manning & Martin, L.L.P., Atlanta, Georgia. Employees of Morris, Manning & Martin, L.L.P. own an aggregate 121,100 shares of InfoCure's common stock. EXPERTS The consolidated financial statements of InfoCure Corporation and its subsidiaries, and OMSystems, Inc. incorporated by reference in this prospectus have been audited by BDO Seidman, LLP, independent certified public accountants, to the extent and for the periods as set forth in their reports incorporated herein by reference, and are incorporated herein in reliance upon such reports given upon the authority of said firm as experts in accounting and auditing. The financial statements of The Healthcare Systems Division of The Reynolds and Reynolds Company incorporated by reference in this prospectus from InfoCure Corporation's Registration Statement on Form S-3 (with respect to a public offering of 3,759,000 common shares), effective April 21, 1999, have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report, which is incorporated herein by reference, have been so incorporated and in reliance upon the report of such firm given upon their authority as experts in accounting and auditing. 8 -----END PRIVACY-ENHANCED MESSAGE-----