-----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, HB4e6epUSz8noPhX4fPhr6vRZkmWULVeLGeMEmJIDNm9TVJM1ZU86uz/oRzI0QFk JGUIIHo+3UItC1iWPd/2YA== 0001005150-99-000079.txt : 19990203 0001005150-99-000079.hdr.sgml : 19990203 ACCESSION NUMBER: 0001005150-99-000079 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 5 333-55977 FILED AS OF DATE: 19990201 EFFECTIVENESS DATE: 19990201 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MED E AMERICA CORP CENTRAL INDEX KEY: 0001062779 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 113270245 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-71579 FILM NUMBER: 99518763 BUSINESS ADDRESS: STREET 1: 90 MERRICK AVENUE SUITE 501 CITY: EAST MEADOW STATE: NY ZIP: 11554 BUSINESS PHONE: 5165424500 MAIL ADDRESS: STREET 1: 90 MERRICK AVENUE STREET 2: SUITE 501 CITY: EAST MEADOW STATE: NY ZIP: 11554 S-1MEF 1 FORM S-1 MEF ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ----------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ----------------- MEDE AMERICA CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 7374 11-3270245 (State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.) incorporation or organization) Classification Code Number)
90 MERRICK AVENUE, SUITE 501 EAST MEADOW, NEW YORK 11554 (516) 542-4500 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ----------------- DAVID M. GOLDWIN, ESQ. GENERAL COUNSEL MEDE AMERICA CORPORATION 90 MERRICK AVENUE, SUITE 501 EAST MEADOW, NEW YORK 11554 (516) 542-4500 (Name, address, including zip code, and telephone number, including area code, of agent for service) ----------------- COPIES TO: MARK J. TANNENBAUM, ESQ. FREDERICK W. KANNER, ESQ. REBOUL, MACMURRAY, HEWITT, DEWEY BALLANTINE LLP MAYNARD & KRISTOL 1301 AVENUE OF THE AMERICAS 45 ROCKEFELLER PLAZA NEW YORK, NY 10019 NEW YORK, NY 10111 (212) 259-8000 (212) 841-5700 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] SEC File No.333-55977 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ] CALCULATION OF REGISTRATION FEE
======================================================================================================================== PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2)(3) FEE - ------------------------------------------------------------------------------------------------------------------------ Common Stock, $.01 par value......... 516,043 shares $ 13.00 $6,900,230 $2,036 ========================================================================================================================
(1) Includes 67,310 shares of Common Stock that may be sold pursuant to the Underwriters' over-allotment option. See "Underwriting." (2) Estimated solely for purposes of calculating the amount of the registration fee paid pursuant to Rule 457(a) under the Securities Act of 1933, as amended. (3) Shares of Common Stock with a maximum offering price of $62,100,000 were registered under SEC File No. 333-55977, and a filing fee of $18,320 was previously paid with respect thereto. ================================================================================ EXPLANATORY NOTE This registration statement relates to the public offering of Common Stock of MedE America Corporation contemplated by a Registration Statement on Form S-1, Securities and Exchange Commission File No. 333-55977 (the "Prior Registration Statement") and is filed solely to increase the number of shares to be offered in such offering by 448,733 shares plus up to 67,310 shares that may be sold pursuant to the Underwriters' over-allotment option. The contents of the Prior Registration Statement are hereby incorporated by reference. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits EXHIBIT NUMBER DESCRIPTION - --------- ----------------------------------------------------------------- 5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol. 23.1 -- Consent of Deloitte & Touche LLP, independent accountants. 23.2 -- Consent of Deloitte & Touche LLP, independent accountants. 23.3 -- Consent of KPMG LLP, independent accountants. 23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5.1). 24.1* -- Power of Attorney. - ---------- * Incorporated by reference from the signature page of Registration Statement on Form S-1 of the Registrant, SEC File No. 333-55977 II-1 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned thereunto duly authorized, on February 1, 1999. MEDE AMERICA CORPORATION By: THOMAS P. STAUDT ------------------------------ Thomas P. Staudt President and Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities held on the dates indicated.
SIGNATURES TITLE DATE - --------------------------- --------------------------------------- ----------------- THOMAS P. STAUDT President and Chief Executive February 1, 1999 - ------------------------- Officer (Principal executive officer); Thomas P. Staudt Director THOMAS P. STAUDT* Chief Financial Officer (Principal February 1, 1999 - ------------------------- financial and accounting officer) Richard P. Bankosky THOMAS P. STAUDT* Director February 1, 1999 - ------------------------- Thomas E. McInerney THOMAS P. STAUDT* Director February 1, 1999 - ------------------------- Anthony J. de Nicola THOMAS P. STAUDT* Director February 1, 1999 - ------------------------- Timothy M. Murray
- ---------- * As attorney-in-fact. II-2 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION - --------- ----------------------------------------------------------------- 5.1 -- Opinion of Reboul, MacMurray, Hewitt, Maynard & Kristol. 23.1 -- Consent of Deloitte & Touche LLP, independent accountants. 23.2 -- Consent of Deloitte & Touche LLP, independent accountants. 23.3 -- Consent of KPMG LLP, independent accountants. 23.4 -- Consent of Reboul, MacMurray, Hewitt, Maynard & Kristol (included in Exhibit 5.1). 24.1* -- Power of Attorney. - ---------- * Incorporated by reference from the signature page of Registration Statement on Form S-1 of the Registrant, SEC File No. 333-55977 EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 REBOUL, MACMURRAY, HEWITT, MAYNARD & KRISTOL 45 Rockefeller Plaza New York, New York 10111 February 1, 1999 MedE America Corporation 90 Merrick Avenue East Meadow, New York 11554 Ladies and Gentlemen: We have acted as counsel to MedE America Corporation, a Delaware corporation (the "Company"), in connection with the preparation and filing on or about the date hereof of the Registration Statement of the Company on Form S-1, as amended (the "Registration Statement") pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Securities Act"), relating to the public offering (the "Offering") by the Company of up to 516,043 shares (including 67,310 shares subject to over-allotment options) of Common Stock, $.01 par value, of the Company (the "Common Stock"). The Registration Statement registers additional shares to be sold in the public offering of shares of Common Stock contemplated by a Registration Statement of the Company on Form S-1 (SEC File No. 333-55977), which was declared effective by the Securities and Exchange Commission on February 1, 1999. In that connection, we have participated in the preparation of the Registration Statement, including the Prospectus contained therein (the "Prospectus") and have reviewed certain corporate proceedings. In addition, we have examined originals or copies certified or otherwise identified to our satisfaction, of such corporate records, agreements, documents and other instruments, and such certificates or comparable documents of public officials and of officers and representatives of the Company, as we have deemed necessary to form a basis for the opinions hereinafter set forth. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies and the authenticity of all such latter documents. As to all questions of fact material to this opinion that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Company. Based on the foregoing, and subject to the qualifications stated herein, we are of the opinion that: 1. The Company is a corporation duly incorporated and validly existing under the laws of the State of Delaware. 2. The shares of Common Stock to be registered for sale by the Company under the Registration Statement have been duly authorized and, when issued and paid for as contemplated by the Prospectus, will be validly issued, fully paid and non-assessable. The opinions expressed herein are limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by this letter of the laws of any other jurisdiction. The opinions expressed herein are rendered solely for your benefit in connection with the transactions described herein. These opinions may not be used or relied upon by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a governmental agency, quoted cited or otherwise referred to without our prior written consent. We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving the foregoing consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Very truly yours, REBOUL, MACMURRAY, HEWITT MAYNARD & KRISTOL 2 EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT MEDE America Corporation East Meadow, New York We consent to the incorporation by reference in this Registration Statement of MedE America Corporation on Form S-1 of: our report dated August 5, 1998 (October 7, 1998 as to Note 6.b, December 11, 1998 as to Note 13 and January 29, 1999 as to Note 14)(which expresses an unqualified opinion and includes an explanatory paragraph relating to the restatement described in Note 13) relating to the consolidated financial statements of MedE America Corporation as of June 30, 1997 and 1998 and for each of the three years in the period ended June 30, 1998, appearing in the Prospectus which is a part of Registration Statement No. 333-55977 on Form S-1; our report dated January 29, 1999 relating to the financial statement schedule of MedE America Corporation for each of the three years in the period ended June 30, 1998 appearing in Registration Statement No. 333-55977 on Form S-1; and to the reference to us under the heading "Experts" in such Prospectus. DELOITTE & TOUCHE LLP Jericho, New York February 1, 1999 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 INDEPENDENT AUDITORS' CONSENT MEDE America Corporation East Meadow, New York We consent to the incorporation by reference in this Registration Statement of MedE America Corporation on Form S-1 of our report dated October 7, 1997 relating to the statement of income of The Stockton Group, Inc. for the year ended June 30, 1997, appearing in the Prospectus, which is a part of Registration Statement No. 333-55977 of MEDE America Corporation on Form S-1, and to the reference to us under the heading "Experts" in such Prospectus. DELOITTE & TOUCHE LLP Charlotte, North Carolina February 1, 1999 EX-23.3 5 EXHIBIT 23.3 EXHIBIT 23.3 INDEPENDENT AUDITORS' CONSENT The Board of Directors HealthCare Interchange, Inc.: We consent to the use, in the registration statement on Form S-1, to be filed on February 1, 1999, of MedE America Corporation, of our audit report, dated September 8, 1998, except as to notes 3 and 15, which are as of October 30, 1998, on the consolidated balance sheet of HealthCare Interchange, Inc. and subsidiary as of June 30, 1998 and the related consolidated statements of operations, stockholders' equity (deficit), and cash flows for the nine-month period ended June 30, 1998, which report appears in the registration statement No. 333-55977 on Form S-1 of MedE America Corporation, dated January 29, 1999, and to the reference to our firm under the heading "Experts" in the prospectus. KPMG LLP St. Louis, Missouri February 1, 1999 -----END PRIVACY-ENHANCED MESSAGE-----