-----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, H7IkO4qHiHDZoxeHSfo/WjlnYPUZYkQJ5lB0zgzgAMldd7Qr/EATEeuerF6zIT+B 0TAIoAWvgco0G/ZPlEWP9A== 0000950168-96-001954.txt : 19961101 0000950168-96-001954.hdr.sgml : 19961101 ACCESSION NUMBER: 0000950168-96-001954 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961031 EFFECTIVENESS DATE: 19961031 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIC COMPUTER SYSTEMS INC CENTRAL INDEX KEY: 0000885378 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 561306083 STATE OF INCORPORATION: NC FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-15173 FILM NUMBER: 96651046 BUSINESS ADDRESS: STREET 1: 8601 SIX FORKS ROAD STE 300 CITY: RALEIGH STATE: NC ZIP: 27615 BUSINESS PHONE: 9198478102 S-8 1 MEDIC COMPUTER SYSTEM, INC. S-8 46058.1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 31, 1996. REGISTRATION NO. 333-____________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 MEDIC COMPUTER SYSTEMS, INC. (Exact name of issuer as specified in its charter) NORTH CAROLINA 56-1306083 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 8601 SIX FORKS ROAD, RALEIGH, NORTH CAROLINA 27615 (Address of Principal Executive Offices) (Zip Code) MEDIC COMPUTER SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) JOHN P. MCCONNELL PRESIDENT MEDIC COMPUTER SYSTEMS, INC. 8601 SIX FORKS ROAD RALEIGH, NORTH CAROLINA 27615 (Name and address of agent for service) (919) 847-8102 (Telephone number, including area code, of agent for service) Copies to: Donald R. Reynolds, Esq. Wyrick, Robbins, Yates & Ponton 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607 (919) 781-4000 CALCULATION OF REGISTRATION FEE - -------------------------------------------------------------------------------- TITLE OF PROPOSED MAXIMUM PROPOSED MAXIMUM SECURITIES TO AMOUNTS TO OFFERING PRICE AGGREGATE AMOUNT OF BE REGISTERED BE REGISTERED PER SHARE* OFFERING PRICE* REGISTRATION FEE - -------------------------------------------------------------------------------- COMMON STOCK, PAR VALUE 50,000 $0.01 PER SHARE SHARES $ 29.25 $ 1,462,500 $ 443.18 ------ ------- ------------ -------- - -------------------------------------------------------------------------------- *ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457(C), BASED ON THE AVERAGE OF THE HIGH AND LOW PRICES FOR THE COMMON STOCK ON THE NASDAQ NATIONAL MARKET SYSTEM ON OCTOBER 28, 1996. - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. Incorporation of Documents by Reference The following documents heretofore filed by Medic Computer Systems, Inc. (the "Company") with the Securities and Exchange Commission (the "Commission") are incorporated herein by reference: (a) The Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995, filed pursuant to Section 13 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"); (b) The Company's Proxy Statement dated April 8, 1996, filed pursuant to Section 14 of the Exchange Act, in connection with the Annual Meeting of Shareholders of the Company held on May 7, 1996; (c) The Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996 and June 30, 1996, filed pursuant to Section 13 of the Exchange Act; and (d) The description of the Company's Common Stock contained in the Company's Registration Statement on Form 8-A filed pursuant to Section 12 of the Exchange Act on May 6, 1992, including any amendment or report filed for the purpose of updating such description. All documents filed by the Company pursuant to Sections 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 that indicates that all securities offered under this registration statement have been sold or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent that a statement contained herein (or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein) modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof except as so modified or superseded. Item 4. Description of Securities Not applicable. The class of securities to be offered is registered under Section 12 of the Exchange Act. Item 5. Interests of Named Experts and Counsel Not applicable. Item 6. Indemnification of Directors and Officers The Company's Amended and Restated Articles of Incorporation and Amended and Restated Bylaws include provisions to (i) eliminate the personal liability of its directors for monetary damages resulting from breaches of their fiduciary duty to the fullest extent permitted by Section 55-8-30(e) of the North Carolina Business Corporation Act (the "North Carolina Law") and (ii) require the Company to indemnify its directors and officers to the fullest extent permitted by Section 55-8-50 through 55-8-58 of the North Carolina Law, including circumstances in which indemnification is otherwise discretionary. Pursuant to Section 55-8-51 and 55-8-57 of the North Carolina Law, a corporation generally has the power to indemnify its present and former directors, officers, employees and agents against expenses incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in such positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the corporation, and with respect to any criminal action, they had no reasonable cause to believe their conduct was unlawful. The Company believes that these provisions are necessary to attract and retain qualified persons as directors and officers. These provisions do not eliminate the directors' duty of care, and, in appropriate circumstances, equitable remedies such as injunctive or other forms of non-monetary relief will remain available under North Carolina Law. In addition, each director will continue to be subject to liability for breach of the director's duty of loyalty to the Company, for acts or omissions not in good faith or involving intentional misconduct or knowing violations of law, for acts or omissions that the director believes to be contrary to the best interests of the Company or its shareholders, for any transaction from which the director derived an improper personal benefit, for acts or omissions involving a reckless disregard for the director's duty to the Company or its shareholders when the director was aware or should have been aware of a risk of serious injury to the Company or its shareholders, for acts or omissions that constitute an unexcused pattern of inattention that amounts to an abdication of the director's duty to the Company or its shareholders, for improper transactions between the director and the Company and for improper distributions to shareholders and loans to directors and officers. These provisions do not affect a director's responsibilities under any other laws, such as the federal securities laws or state or federal environmental laws. The Company's Amended and Restated Bylaws require the Company to indemnify its directors and officers against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred (including expenses of a derivative action) in connection with any proceeding, whether actual or threatened, to which any such person may be made a party by reason of the fact that such person is or was a director or officer of the Company or any of its affiliated enterprises, provided such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interest of the Company and, with respect to any criminal proceeding, had no reasonable cause to believe his or her conduct was unlawful. The Company's Amended and Restated Bylaws also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. Item 7. Exemption from Registration Claimed Not applicable. Item 8. Exhibits Exhibit Number Description 5.1 Opinion of counsel regarding legality of securities being registered. 24.1 Consent of certified public accountants. 24.2 Consent of counsel (included in opinion filed as Exhibit 5.1). 25.1 Power of Attorney (see page 4). 2 Item 9. Undertakings (a) The undersigned 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 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. (2) That, for the purpose 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. (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 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 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. (c) 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. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 3 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE COMPANY 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 RALEIGH, STATE OF NORTH CAROLINA, ON THE 30TH DAY OF OCTOBER 1996. MEDIC COMPUTER SYSTEMS, INC. By:/s/ JOHN P. MCCONNELL ------------------------ John P. McConnell President POWER OF ATTORNEY EACH PERSON WHOSE SIGNATURE APPEARS BELOW IN SO SIGNING ALSO MAKES, CONSTITUTES AND APPOINTS JOHN P. MCCONNELL AND LUANNE L. ROTH, AND EACH OF THEM ACTING ALONE, HIS OR HER TRUE AND LAWFUL ATTORNEYS-IN-FACT, WITH FULL POWER OF SUBSTITUTION, FOR HIM OR HER IN ANY AND ALL CAPACITIES, TO EXECUTE AND CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS AND POST-EFFECTIVE AMENDMENTS TO THIS FORM S-8, WITH EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND CONFIRMS ALL THAT SAID ATTORNEYS-IN-FACT OR HIS, HER OR THEIR SUBSTITUTE OR SUBSTITUTES MAY DO OR CAUSE TO BE DONE BY VIRTUE HEREOF. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, THIS FORM S-8 HAS BEEN SIGNED BELOW BY THE FOLLOWING PERSONS IN THE CAPACITIES AND ON THE DATE INDICATED. Signature Title Date - --------- ----- ---- /s/ JOHN P. MCCONNELL President and Director October 30, 1996 - ------------------------- (Principal Executive JOHN P. MCCONNELL Officer) /s/ LUANNE L. ROTH Vice President and October 30, 1996 - ------------------------- Chief Financial Officer, LUANNE L. ROTH Secretary and Treasurer (Principal Financial and Accounting Officer) /s/ JOHN L. CORSE Director October 30, 1996 - ------------------------- JOHN L. CORSE /s/ PATRICK V. HAMPSON Director October 30, 1996 - ------------------------- PATRICK V. HAMPSON 4 /s/ THOMAS C. NELSON Director October 30, 1996 - ------------------------- THOMAS C. NELSON /s/ ALAN W. WINCHESTER Director October 30, 1996 - ------------------------- ALAN W. WINCHESTER 5 EX-5 2 EXHIBIT 5.1 EXHIBIT 5.1 WYRICK, ROBBINS, YATES & PONTON L.L.P. Attorneys at Law The Summit 4101 Lake Boone Trail, Suite 300 Raleigh, North Carolina 27607-7506 October 31, 1996 Medic Computer Systems, Inc. 8601 Six Forks Road Raleigh, North Carolina 27615 Re: Registration Statement on Form S-8 Ladies and Gentlemen: We have examined the Registration Statement on Form S-8 filed by Medic Computer Systems, Inc., a North Carolina corporation (the "Company"), with the Securities and Exchange Commission on October 31, 1996 (the "Registration Statement"), in connection with the registration under the Securities Act of 1933, as amended, of 50,000 shares of the Company's Common Stock, $.01 par value per share (the "Shares"). We understand that the Shares are to issued pursuant to the Company's 1996 Employee Stock Purchase Plan. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. As your legal counsel, we have examined the proceedings taken, and are familiar with the proceedings proposed to be taken, by you in connection with the sale and issuance of the Shares. It is our opinion that, upon completion of the proceedings being taken or contemplated by us, as your counsel, to be taken prior to the issuance of the Shares, including the proceedings being taken in order to permit such transactions to be carried out in accordance with applicable state securities laws, the Shares, when issued in the manner referred to in the Registration Statement and in accordance with the resolutions adopted by the Board of Directors of the Company, will be legally and validly issued, fully paid and nonassessable. We consent to the use of this opinion as an exhibit to the Registration Statement and further consent to the use of our name wherever appearing in the Registration Statement, including the Prospectus relating thereto, and any amendments thereto. Very truly yours, WYRICK ROBBINS YATES & PONTON, L.L.P. EX-24 3 EXHIBIT 24.1 EXHIBIT 24.1 CONSENT OF INDEPENDENT ACCOUNTANTS We consent to the incorporation by reference in this registration statement of Medic Computer Systems, Inc. on Form S-8 (File No. ) of our report dated February 2, 1996, on our audits of the consolidated financial statements and financial statement schedules of Medic Computer Systems, Inc. as of December 31, 1995 and 1994, and for the years ended December 31, 1995, 1994, and 1993, which report is included in the Company's Annual Report to Shareholders and incorporated into the Company's 1995 Annual Report on Form 10-K. /S/ COOPERS & LYBRAND LLP Raleigh, North Carolina October 31, 1996 -----END PRIVACY-ENHANCED MESSAGE-----