-----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, BeoTJpoQEyA2OJIoc372y+mgjA5f1BI5wopeyTbIaBFnXKuV49/VmZEZVbqOHWxu iaCYG7z9s9NaIQEvgh6F0w== 0000897204-99-000071.txt : 19990615 0000897204-99-000071.hdr.sgml : 19990615 ACCESSION NUMBER: 0000897204-99-000071 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990611 GROUP MEMBERS: CRESCENT INTERNATIONAL LTD GROUP MEMBERS: DMI TRUST SUBJECT COMPANY: 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: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-53495 FILM NUMBER: 99645161 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CRESCENT INTERNATIONAL LTD CENTRAL INDEX KEY: 0001075643 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND BUSINESS PHONE: 41227917170 MAIL ADDRESS: STREET 1: C/O GREENLIGHT(SWITZERLAND)SA STREET 2: 84 AVE LOUIS CASAI, 1216 COINTRIN/GENEVA CITY: SWITZERLAND SC 13D/A 1 SCHEDULE 13D, AMENDMENT NO. 2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) INFOCURE CORP. (Name of Issuer) COMMON STOCK (Title of Class of Securities) 45665A105 (Cusip Number) Melvyn Craw Crescent International Limited c/o Greenlight (Switzerland) SA 84, av Louis-Casai, P.O. Box 42 1216 Geneva, Cointrin Switzerland (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Sara P. Hanks, Esq. Rogers & Wells 200 Park Avenue New York, NY 10166 (212) 878-8000 May 13, 1999 (Date of event which requires filing of this statement) |_| Check box 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 box if a fee is being paid with the statement. - --------------------------------- ------------------------------- CUSIP No. 45665A108 13D Page 2 ----------- ---- - --------------------------------- ------------------------------- ============ =================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON CRESCENT INTERNATIONAL LIMITED ============ =================================================================== 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| ============ =================================================================== 3. SEC USE ONLY ============ =================================================================== 4. SOURCES OF FUNDS WC ============ =================================================================== 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| ============ =================================================================== 6. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA - ------------------------- ------- ============================================== 7. SOLE VOTING POWER NUMBER OF UNITS 480,230 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------- ============================================== 8. SHARED VOTING POWER 480,230 ------- ============================================== 9. SOLE DISPOSITIVE POWER 480,230 ------- ============================================== 10. SHARED DISPOSITIVE POWER 480,230 ============ =================================================================== 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,230 ============ =================================================================== 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |-| ============ =================================================================== 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% ============ =================================================================== 14. TYPE OF REPORTING PERSON CO ============ =================================================================== - --------------------------------- ------------------------------- CUSIP No. _ 45665A108 13D Page 3 ----------- ---- - --------------------------------- ------------------------------- ============ =================================================================== 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON DMI TRUST ============ =================================================================== 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)|_| (b)|X| ============ =================================================================== 3. SEC USE ONLY ============ =================================================================== 4. SOURCES OF FUNDS NOT APPLICABLE ============ =================================================================== 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |_| ============ =================================================================== 6. CITIZENSHIP OR PLACE OF ORGANIZATION BAHAMAS - ------------------------- ------- ============================================== 7. SOLE VOTING POWER NUMBER OF UNITS None BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------- ============================================== 8. SHARED VOTING POWER 480,230 ------- ============================================== 9. SOLE DISPOSITIVE POWER None ------- ============================================== 10. SHARED DISPOSITIVE POWER 480,230 ============ =================================================================== 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 480,230 ============ =================================================================== 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11 EXCLUDES CERTAIN SHARES |-| ============ =================================================================== 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% ============ =================================================================== 14. TYPE OF REPORTING PERSON OO ============ =================================================================== SCHEDULE 13D FILED PURSUANT TO RULE 13d-1 OF THE GENERAL RULES AND REGULATIONS UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED This Amendment No. 2 which relates to shares of the common stock, par value $0.001 per share (the "Common Stock"), of InfoCure Corp., a Delaware corporation (the "Issuer") and is being filed jointly by DMI Trust ("DMI") and Crescent International Limited ("Crescent"), supplements and amends the statement on Schedule 13D originally filed with the Commission on December 22, 1998 and amended on February 1, 1999 (as amended, the "Statement"). Item 3. Source and Amount of Funds or Other Consideration. The aggregate amount of funds used by Crescent to purchase the 380,230 shares of Common Stock and the Warrant (as defined in Item 5) was approximately $6,975,887. The aggregate amount of funds to be used by Crescent to purchase the 100,000 shares of Common Stock through exercise of the Warrant is currently anticipated to be approximately $2,300,000. Crescent has used and will use its working capital to make such purchases. Item 4. Purpose of the Transaction. Crescent acquired shares of the Common Stock of the Issuer for investment purposes. None of the Reporting Persons has any current plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Issuer or the disposition of any such securities, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries, (d) any material change in the present capitalization or dividend policy of the Issuer, (e) any other material change in the Issuer's business or corporate structure, (f) any other material change in the Issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person, (g) a class of securities of the Issuer being delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (h) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934, or (i) any action similar to any of the enumerated actions in (a) through (h) above. Item 5. Interest in Securities of the Issuer. (a)-(b) Crescent owns 380,230 shares of the Common Stock of the Issuer (the "Common Stock") representing 2.8% of the 13,536,247 shares of Common Stock outstanding. (1) Crescent also owns a warrant (the "Warrant") to purchase 100,000 shares of the Common Stock of the Issuer. The warrant is exercisable by Crescent at any time before September 28, 2003. Accordingly, pursuant to the Warrant, Crescent owns beneficially 100,000 shares of the Common Stock of the Issuer, and owns beneficially in total 480,230 shares of Common Stock, representing approximately 3.5% of the as adjusted shares of the Common Stock outstanding. DMI may be deemed to be a beneficial owner of the shares of Common Stock of the Issuer beneficially owned by Crescent by reason of the ownership by DMI of 100 percent of the capital stock of Crescent. Accordingly, for purposes of this Statement: (i) Crescent is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the total of 480,230 shares of Common Stock beneficially owned by it and (ii) DMI is reporting that it shares the power to vote or direct the vote and the power to dispose or direct the disposition of the 480,230 shares of Common Stock beneficially owned by Crescent, such number of shares representing approximately 3.5% of the as adjusted shares of Common Stock outstanding. (c) On April 27, 1999, Crescent sold 180,000 shares of Common Stock in a secondary offering of the Issuers for a purchase price of approximately $4,404,600. On April 27, 1999, Crescent purchased 100,000 shares of Common Stock in a series of market transactions for a purchase price of approximately $2,679,385. On April 27, pursuant to the terms of the Stock Purchase Agreement, dated September 28, 1998, by and between Crescent and the Issuer, Crescent acquired 10,247 shares of Common Stock, through cashless exercise of an additional warrant, for a purchase price of approximately $27.1875. Such 10,247 shares are included within the 480,230 shares described above. Other than as described above, Crescent has the sole power to vote or direct the vote and to dispose or direct the disposition of all the shares of Common Stock stated to be beneficially owned by Crescent in Item 5(a) hereof. (d)-(e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. Except as set forth herein or in the Exhibits filed or to be filed herewith, no contracts, arrangements, understandings or relationships (legal or otherwise) between the Reporting Persons and any other person exists with respect to any securities of the Issuer, including but not limited to transfer or voting of any such securities, finder's fees, joint ventures, loan or option arrangements, 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. Exhibit 7.5 Warrant, by InfoCure Corporation in favor of Crescent International Limited, dated as of January 30, 1999. _______________ (1) According to the Amendment No. 2 to the Form S-3 Registration Statement filed by the Issuer on May 5, 1999 and declared effective on May 13, 1999. SIGNATURES 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. Dated: June 11, 1999 CRESCENT INTERNATIONAL LIMITED By: /s/ Omar Ali __________________ Omar Ali Director DMI TRUST By: /s/ Omar Ali ___________________ Omar Ali Director SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF CRESCENT INTERNATIONAL LIMITED Set forth in the table below is the name and the present principal occupation or employment of each of the directors and executive officers of Crescent International Limited. Except as otherwise stated, each person listed below has a principal business address of Clarendon House, 2 Church Street, Hamilton HM 11.
Name Present Principal Occupation or Employment Citizenship - ---- ------------------------------------------ ----------- Omar Ali (2) Director of Crescent International Limited Somalian Donald Malcolm Director of Crescent International Limited British David Astwood Director of Crescent International Limited British Osama Mohamed Ali Secretary of Crescent International Limited Swiss John Thompson Assistant Secretary of Crescent International Limited British
_____________ (2) Mr. Ali has a principal business address of 84, av. Louis Casai, P.O. Box 42, 1216 Geneva, Cointrin, Switzerland. SCHEDULE II INFORMATION REGARDING THE TRUST ADMINISTRATOR OF DMI TRUST DMI Trust has a trust administrator, DMI SA. Set forth in the table below is the name and the present principal occupation or employment of each of the directors of the trust administrator of DMI Trust. Each person listed below has a principal business address of 84, av Louis Casai, P.O. Box 42, 1216 Geneva, Cointrin, Switzerland.
Name Present Principal Occupation or Employment Citizenship Mohamed Al-Faisal Director of Dar Al Maal Al-Islami (DMI) SA Saudi Arabian Omar Ali Director of Crescent International Limited Somalian Pierre Besuchet Director of Dar Al Maal Al-Islami (DMI) SA Swiss Lucien Rouillier Director of Dar Al Maal Al-Islami (DMI) SA Swiss Moustapha Hosny Director of Dar Al Maal Al-Islami (DMI) SA Swiss
EX-7.5 2 EXHIBIT 7.5 WARRANT THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF JANUARY 30, 1999, BETWEEN INFOCURE CORPORATION AND CRESCENT INTERNATIONAL LIMITED A COPY OF THE PORTION OF THE AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM INFOCURE CORPORATION'S EXECUTIVE OFFICES. Warrant: W-3 January 30, 1999 Warrant to Purchase up to 20,000 Shares of Common Stock of INFOCURE CORPORATION (hereinafter, an "Additional Warrant"). INFOCURE CORPORATION, a Delaware corporation (the "Company"), hereby agrees that Crescent International Limited (the "Investor") or any other Warrant Holder is entitled, on the terms and conditions set forth below, to purchase from the Company at any time during the Exercise Period up to 20,000 fully paid and nonassessable shares of Common Stock, par value $0.001 per share, of the Company (the "Common Stock"), as the same may be adjusted from time to time pursuant to Section 7 hereof, at the Exercise Price (hereinafter defined), as the same may be adjusted pursuant to Section 7 hereof. The resale of the shares of Common Stock or other securities issuable upon exercise or exchange of this Additional Warrant is subject to the provisions of the Registration Rights Agreement (as defined below). Section 1. Definitions. "Agreement" shall mean the Stock Purchase Agreement, dated the date hereof, between the Company and the Investor. "Capital Shares" shall mean the Common Stock and any shares of any other class of common stock whether now or hereafter authorized, having the right to participate in the distribution of earnings and assets of the Company. "Date of Exercise" shall mean the date that the advance copy of the Exercise Form is sent by facsimile to the Company, provided that the original Additional Warrant and Exercise Form are received by the Company within reasonable time thereafter. If the Warrant Holder has not sent advance notice by facsimile, the Date of Exercise shall be the date the original Exercise Form is received by the Company. 1 "Exercise Period" shall mean the period beginning on the Effective Date applicable to the Put Closing and continuing until the expiration of the thirty-day period thereafter; provided that such period shall be extended one day for each day after the applicable Effective Date, that the Registration Statement covering (i) shares purchased by the Investor through the applicable Put and (ii) the Additional Warrant Shares related to such Put and purchasable by exercise of this Additional Warrant, is not effective during the period such Registration Statement is required to be effective pursuant to the Registration Rights Agreement. "Exercise Price" as of the date hereof shall mean $0.001 per share of Common Stock, subject to the adjustments provided for in Section 7 of this Additional Warrant. "Per Share Additional Warrant Value" shall mean the difference resulting from subtracting the Exercise Price from the Sale Price of one share of Common Stock on the Trading Day immediately preceding the Date of Exercise. "Put Closing" shall mean the closing of the purchase and sale of 80,000 shares of Common Stock for an Investment Amount equal to $2,000,000.00 held on January 30, 1999. "Registration Rights Agreement" shall mean the registration rights agreement, dated the date hereof between the Company and the Investor. "Subscription Date" shall mean the date on which the Agreement is executed and delivered by the parties hereto. "Warrant Holder" shall mean the Investor or any assignee or transferee of all or any portion of this Additional Warrant; and other capitalized terms used but not defined herein shall have their respective meanings set forth in the Agreement. Section 2. Exercisability. (a) Timing. If the Discounted Market Price on the Effective Date applicable to the Put Closing is lower than the Subscription Date Price with respect to such Put, this Additional Warrant shall become immediately exercisable, subject to clause (c) below. (b) Number of Shares. The number of shares of Common Stock for which this Additional Warrant is exercisable (the "Additional Warrant Shares") shall be determined by subtracting (x) the Investment Amount divided by the Subscription Date Price from (y) the Investment Amount divided by the Discounted Market Price on the Effective Date applicable to the Put Closing. (c) Cash Payment in Lieu of Exercise. In the event that the Investor gives notice of exercise of this Additional Warrant (in whole or in part) in accordance with Section 3 hereof and the Sale Price on the Effective Date applicable to the Put Closing is less than the Floor Price, then the Company may, in lieu of issuance of shares of Common Stock pursuant to such exercise, pay to the Investor the Cash-Out Price (as defined below) for any or all of the shares of Common Stock purchasable by the Investor through the exercise of this Additional Warrant. In the event that the Investor gives notice of exercise of this Additional Warrant (in whole or in part) in accordance with Section 3 hereof and the number of Additional Warrant Shares related to the Put Closing to be purchased pursuant to such exercise exceeds the number of shares registered pursuant to Section 1.1(a) of the Registration Rights Agreement (the "Excess Shares"), then the Company may, in lieu of issuance of shares of Common Stock pursuant to such exercise, pay to the Investor the Cash-Out Price (as defined below) for any or all of the Excess Shares. 2 (d) Notice of Cash Payment in Lieu of Exercise. In the event that the Company elects to pay cash in lieu of exercise for any Additional Warrant Shares or any Excess Shares in accordance with Section 2(c) (the "Cash-Out Option"), the Company shall promptly give notice to the Investor of such election which notice shall be given no later than one business day following notice of the Investor's intention to exercise this Additional Warrant and which notice shall set forth the number of shares of Common Stock for which the Company elects the Cash-Out Option. (e) Method of Cash-Out; Effect of Cash-Out. In the event that the Company chooses the Cash-Out Option, then in lieu of delivering stock certificates as provided in Section 5 hereof, the Company shall deliver by wire transfer of immediately available funds to an account designated by the Investor as soon as practicable after the exercise of this Additional Warrant (in full or in part), and in any event within three (3) Trading Days thereafter, the Cash-Out Price (as defined below) for any and all shares of Common Stock for which the Company elects the Cash-Out Option. "Cash-Out Price" shall mean the product of (x) the Sale Price of one share of Common Stock on the Trading Day immediately preceding the Date of Exercise multiplied by (y) the number of shares of Common Stock for which the Company proposes to pay cash in lieu of exercise pursuant to Section 2(c). Section 3. Exercise; Cashless Exercise. (a) Method of Exercise. This Additional Warrant may be exercised in whole or in part (but not as to a fractional share of Common Stock), at any time and from time to time during the Exercise Period, by the Warrant Holder by (i) surrender of this Additional Warrant, with the form of exercise attached hereto as Exhibit A duly executed by the Warrant Holder (the "Exercise Notice"), to the Company at the address set forth in Section 14 hereof, accompanied by payment of the Exercise Price multiplied by the number of shares of Common Stock for which this Additional Warrant is being exercised (the "Aggregate Exercise Price") or (ii) telecopying an executed and completed Exercise Notice to the Company and delivering to the Company within three business days thereafter the original Exercise Notice, this Additional Warrant and the Aggregate Exercise Price. Each date on which an Exercise Notice is received by the Company in accordance with clause (i) and each date on which the Exercise Notice is telecopied to the Company in accordance with clause (ii) above shall be deemed an "Exercise Date". (b) Payment of Aggregate Exercise Price. Subject to paragraph (c) below, payment of the Aggregate Exercise Price shall be made by check or bank draft payable to the order of the Company or by wire transfer to an account designated by the Company. If the amount of the payment received by the Company is less than the Aggregate Exercise Price, the Warrant Holder will be notified of the deficiency and shall make payment in that amount within five (5) business days. In the event the payment exceeds the Aggregate Exercise Price, the Company will refund the excess to the Warrant Holder within three (3) business days of receipt. 3 (c) Cashless Exercise. As an alternative to payment of the Aggregate Exercise Price in accordance with paragraph (b) above, the Warrant Holder may elect to effect a cashless exercise by so indicating on the Exercise Notice and including a calculation of the number of shares of Common Stock to be issued upon such exercise in accordance with the terms hereof (a "Cashless Exercise"). In the event of a Cashless Exercise, the Warrant Holder shall surrender this Additional Warrant for that number of shares of Common Stock determined by (i) multiplying the number of Additional Warrant Shares for which this Additional Warrant is being exercised by the Per Share Additional Warrant Value and (ii) dividing the product by the Sale Price of one share of the Common Stock on the Trading Day immediately preceding the Date of Exercise. (d) Replacement Additional Warrant. In the event that the Additional Warrant is not exercised in full, the number of Additional Warrant Shares shall be reduced by the number of such Additional Warrant Shares for which this Additional Warrant is exercised, and the Company, at its expense, shall forthwith issue and deliver to or upon the order of the Warrant Holder a new Additional Warrant of like tenor in the name of the Warrant Holder or as the Warrant Holder may request, reflecting such adjusted number of Additional Warrant Shares. Section 4. Ten Percent Limitation. The Warrant Holder may not exercise this Additional Warrant such that the number of Additional Warrant Shares to be received pursuant to such exercise aggregated with all other shares of Common Stock then owned by the Warrant Holder beneficially or deemed beneficially owned by the Warrant Holder would result in the Warrant Holder owning more than 9.9% of all of such Common Stock as would be outstanding on such Closing Date, as determined in accordance with Section 16 of the Exchange Act and the rules and regulations promulgated thereunder. As of any date prior to the Date of Exercise, the aggregate number of shares of Common Stock into which this Additional Warrant is exercisable, together with all other shares of Common Stock then beneficially owned (as such term is defined in Rule 16a-1 under the Exchange Act) by such Warrant Holder and its affiliates, shall not exceed 9.9% of the total outstanding shares of Common Stock as of such date. Section 5. Delivery of Stock Certificates. (a) Subject to the terms and conditions of this Additional Warrant, as soon as practicable after the exercise of this Additional Warrant in full or in part, and in any event within three (3) Trading Days thereafter, the Company at its expense (including, without limitation, the payment by it of any applicable issue taxes) will cause to be issued in the name of and delivered to the Warrant Holder, or as the Warrant Holder may lawfully direct, a certificate or certificates for the number of validly issued, fully paid and non-assessable Additional Warrant Shares to which the Warrant Holder shall be entitled on such exercise, together with any other stock or other securities or property (including cash, where applicable) to which the Warrant Holder is entitled upon such exercise in accordance with the provisions hereof; provided, however, that any such delivery to a location outside of the United States shall be made within five (5) Trading Days after the exercise of this Additional Warrant in full or in part. 4 (b) This Additional Warrant may not be exercised as to fractional shares of Common Stock. In the event that the exercise of this Additional Warrant, in full or in part, would result in the issuance of any fractional share of Common Stock, then in such event the Warrant Holder shall receive in cash an amount equal to the Sale Price of such fractional share within three (3) Trading Days. Section 6. Representations, Additional Warranties and Covenants of the Company. (a) The Company shall take all necessary action and proceedings as may be required and permitted by applicable law, rule and regulation for the legal and valid issuance of this Additional Warrant and the Additional Warrant Shares to the Warrant Holder. (b) At all times during the Exercise Period, the Company shall take all steps reasonably necessary and within its control to insure that the Common Stock remains listed or quoted on the Principal Market. (c) The Additional Warrant Shares, when issued in accordance with the terms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and non-assessable. (d) The Company has authorized and reserved for issuance to the Warrant Holder the requisite number of shares of Common Stock to be issued pursuant to this Additional Warrant. The Company shall at all times reserve and keep available, solely for issuance and delivery as Additional Warrant Shares hereunder, such shares of Common Stock as shall from time to time be issuable as Additional Warrant Shares. Section 7. Adjustment of the Exercise Price. The Exercise Price shall be subject to adjustment from time to time upon the happening of certain events as follows: (a) Reclassification, Consolidation, Merger or Mandatory Share Exchange. If the Company, at any time (a) between the Subscription Date and the Effective Date applicable to the first Put or (b) between each subsequent issuance of a Put Notice by the Company and the applicable Effective Date therefor (i) reclassifies or changes its Outstanding Capital Shares or (ii) consolidates, merges or effects a mandatory share exchange with or into another corporation (other than a merger or mandatory share exchange with another corporation in which the Company is a continuing corporation and that does not result in any reclassification or change, or as a result of a subdivision or combination of Outstanding Capital Shares issuable upon exercise of this Additional Warrant), then in any such event the Company, or such successor or purchasing corporation, as the case may be, shall, without payment of any additional consideration therefore, amend this Additional Warrant or issue a new warrant providing that the Warrant Holder shall have rights not less favorable to the holder than those then applicable to this Additional Warrant and to receive upon exercise under such amendment of this Additional Warrant or new warrant, in lieu of each share of Common Stock theretofore issuable upon exercise of this Additional Warrant hereunder, the kind and amount of shares of stock, other securities, money or property receivable upon such reclassification, change, consolidation, merger, mandatory share exchange, sale or transfer by the holder of one share of Common Stock issuable upon exercise of this Additional Warrant had this Additional Warrant been exercised immediately prior to such reclassification, change, consolidation, merger, mandatory share exchange or sale or transfer. Such amended warrant shall provide for adjustments which shall be as nearly equivalent as may be practicable to the adjustments provided for in this Section 7. The provisions of this subsection (a) shall similarly apply to successive reclassifications, changes, consolidations, mergers, mandatory share exchanges and sales and transfers. 5 (b) Subdivision or Combination of Shares. If the Company, at any time (a) between the Subscription Date and the Effective Date applicable to the first Put or (b) between each subsequent issuance of a Put Notice by the Company and the applicable Effective Date therefor, shall subdivide its Common Stock, the number of shares of Common Stock issuable to the Investor hereunder shall be proportionately increased as of the effective date of such subdivision, or, if the Company shall take a record of holders of its Common Stock for the purpose of so subdividing, as of such record date, whichever is earlier. If the Company, at any time (a) between the Subscription Date and the Effective Date applicable to the first Put or (b) between each subsequent issuance of a Put Notice by the Company and the applicable Effective Date therefor, shall combine its Common Stock, the number of shares of Common Stock issuable to the Investor hereunder shall be proportionately decreased as of the effective date of such combination, or, if the Company shall take a record of holders of its Common Stock for the purpose of so combining, as of such record date, whichever is earlier. Section 8. No Impairment. The Company will not, by amendment of its Articles of Incorporation or By-Laws or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Additional Warrant, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Warrant Holder against impairment. Without limiting the generality of the foregoing, the Company (a) will not increase the par value of any Additional Warrant Shares above the amount payable therefor on such exercise, and (b) will take all such action as may be reasonably necessary or appropriate in order that the Company may validly and legally issue fully paid and nonassessable Additional Warrant Shares on the exercise of this Additional Warrant. Section 9. Rights As Stockholder. Prior to exercise of this Additional Warrant, the Warrant Holder shall not be entitled to any rights as a stockholder of the Company with respect to the Additional Warrant Shares, including (without limitation) the right to vote such shares, receive dividends or other distributions thereon or be notified of stockholder meetings. However, in the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend) or other distribution, any right to subscribe for, purchase or otherwise acquire any shares of stock of any class or any other securities or property, or to receive any other right, the Company shall mail to each Warrant Holder, at least ten (10) days prior to the date specified therein, a notice specifying the date on which any such record is to be taken for the purpose of such dividend, distribution or right, and the amount and character of such dividend, distribution or right. Section 10. Replacement of Additional Warrant. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of the Additional Warrant and, in the case of any such loss, theft or destruction of the Additional Warrant, upon delivery of an indemnity agreement or security reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, on surrender and cancellation of such Additional Warrant, the Company at its expense will execute and deliver, in lieu thereof, a new Additional Warrant of like tenor. 6 Section 11. Choice of Law. This Agreement shall be construed under the laws of the State of Delaware, without giving effect to conflict of law provisions. Section 12. Entire Agreement; Amendments. This Additional Warrant, the Incentive Warrant, the Registration Rights Agreement, and the Agreement contain the entire understanding of the parties with respect to the matters covered hereby and thereby. No provision of this Additional Warrant may be waived or amended other than by a written instrument signed by the party against whom enforcement of any such amendment or waiver is sought. Section 13. Restricted Securities. (a) Registration or Exemption Required. This Additional Warrant has been issued in a transaction exempt from the registration requirements of the Securities Act in reliance upon the provisions of Section 4(2) promulgated by the SEC under the Securities Act. This Additional Warrant and the Additional Warrant Shares issuable upon exercise of this Additional Warrant may not be resold except pursuant to an effective registration statement or an exemption to the registration requirements of the Securities Act and applicable state laws. (b) Legend. Any replacement Additional Warrants issued pursuant to Section 2 hereof and any Additional Warrant Shares issued upon exercise hereof, shall bear the following legend: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY OTHER APPLICABLE SECURITIES LAWS AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH OTHER SECURITIES LAWS. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED, HYPOTHECATED OR OTHERWISE DISPOSED OF, EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO A TRANSACTION WHICH IS EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION. THE HOLDER OF THIS CERTIFICATE IS THE BENEFICIARY OF CERTAIN OBLIGATIONS OF THE COMPANY SET FORTH IN A STOCK PURCHASE AGREEMENT, DATED AS OF SEPTEMBER 28, 1998, BETWEEN INFOCURE CORPORATION AND CRESCENT INTERNATIONAL LIMITED. A COPY OF THE PORTION OF THE AFORESAID AGREEMENT EVIDENCING SUCH OBLIGATIONS MAY BE OBTAINED FROM THE COMPANY'S EXECUTIVE OFFICES." 7 Removal of such legend shall be in accordance with the legend removal provisions in the Agreement. (c) No Other Legend or Stock Transfer Restrictions. No legend other than the one specified in Section 12(b) has been or shall be placed on the share certificates representing the Additional Warrant Shares and no instructions or "stop transfer orders," so called, "stock transfer restrictions" or other restrictions have been or shall be given to the Company's transfer agent with respect thereto other than as expressly set forth in this Section 12. (d) Assignment. Assuming the conditions of Section 12(a) above regarding registration or exemption have been satisfied, the Warrant Holder may sell, transfer, assign, pledge or otherwise dispose of this Additional Warrant, in whole or in part. The Warrant Holder shall deliver a written notice to Company, substantially in the form of the Assignment attached hereto as Exhibit B, indicating the person or persons to whom the Additional Warrant shall be assigned and the respective number of warrants to be assigned to each assignee. The Company shall effect the assignment within ten (10) days, and shall deliver to the assignee(s) designated by the Warrant Holder a Additional Warrant or Additional Warrants of like tenor and terms for the appropriate number of shares. (e) Investor's Compliance. Nothing in this Section 12 shall affect in any way the Investor's obligations under any agreement to comply with all applicable securities laws upon resale of the Common Stock. Section 14. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile (with accurate confirmation generated by the transmitting facsimile machine) at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be: if to the Company: Infocure Corp. 1765 The Exchange Suite 450 Atlanta, GA 30339 Attention: Mr. Richard Perlman, Chairman Telephone: (770) 221-9990 Facsimile: (404) 636-7525 8 with a copy (which shall not constitute notice) to: Morris, Manning & Martin LLP 1600 Atlanta Financial Center Atlanta, GA 30326 Attention: Oby Brewer, Esq. Telephone: (404) 233-7000 Facsimile: (404) 365-9532 if to the Investor: Crescent International Limited c/o GreenLight (Switzerland) SA 84, av Louis-Casai, P.O. Box 42 1216 Geneva, Cointrin Switzerland Attention: Melvyn Craw/Maxi Brezzi Telephone: +41 22 791 72 56 Facsimile: +41 22 929 53 94 with a copy (which shall not constitute notice) to: Rogers & Wells LLP 200 Park Avenue New York, NY 10166 Attention: Sara Hanks, Esq. Telephone: (212) 878-8000 Facsimile: (212) 878-8375 Either party hereto may from time to time change its address or facsimile number for notices under this Section 13 by giving at least ten (10) days' prior written notice of such changed address or facsimile number to the other party hereto. Section 14. Miscellaneous. This Additional Warrant and any term hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. The headings in this Additional Warrant are for purposes of reference only, and shall not limit or otherwise affect any of the terms hereof. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision. IN WITNESS WHEREOF, this Additional Warrant was duly executed by the undersigned, thereunto duly authorized, as of the date first set forth above. INFOCURE CORPORATION By: /s/ Richard E. Perlman _____________________________ Name: Richard E. Perlman Title: Chairman Attested: By: /s/ James K. Price ________________________ Name: James K. Price Title: Secretary 9 EXHIBIT A TO THE ADDITIONAL WARRANT EXERCISE FORM INFOCURE CORP. The undersigned hereby irrevocably exercises the right to purchase __________________ shares of Common Stock of INFOCURE CORPORATION, a Delaware corporation (the "Company"), evidenced by the attached Additional Warrant, and herewith makes payment of the Exercise Price with respect to such shares in full in the form of (check the appropriate box) (i) |_| cash or certified check in the amount of $________; (ii) |_| wire transfer to the Company's account at __________________, _________, _________ (Account No.:_________); or (iii) |_| ______ Additional Warrant Shares, which represent the amount of Additional Warrant Shares as provided in the attached Additional Warrant to be canceled in connection with such exercise, all in accordance with the conditions and provisions of said Additional Warrant. The undersigned requests that stock certificates for such Additional Warrant Shares be issued, and a Additional Warrant representing any unexercised portion hereof be issued, pursuant to this Additional Warrant in the name of the registered Holder and delivered to the undersigned at the address set forth below. Dated:_______________________________________ - --------------------------------------------- Signature of Registered Holder Name of Registered Holder (Print) - --------------------------------------------- Address 10 NOTICE The signature to the foregoing Exercise Form must correspond to the name as written upon the face of the attached Additional Warrant in every particular, without alteration or enlargement or any change whatsoever. 11 EXHIBIT B TO THE ADDITIONAL WARRANT ASSIGNMENT (To be executed by the registered Warrant Holder desiring to transfer the Additional Warrant) FOR VALUED RECEIVED, the undersigned Warrant Holder of the attached Additional Warrant hereby sells, assigns and transfers unto the persons below named the right to purchase ______________ shares of the Common Stock of INFOCURE CORPORATION evidenced by the attached Additional Warrant and does hereby irrevocably constitute and appoint ______________________ attorney to transfer the said Additional Warrant on the books of the Company, with full power of substitution in the premises. Dated: - ------------------------------ Signature 12 Fill in for new Registration of Additional Warrant: - ----------------------------------------- Name - ----------------------------------------- Address - ----------------------------------------- Please print name and address of assignee (including zip code number) 13 NOTICE The signature to the foregoing Assignment must correspond to the name as written upon the face of the attached Additional Warrant in every particular, without alteration or enlargement or any change whatsoever. 14 -----END PRIVACY-ENHANCED MESSAGE-----