-----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, NkMfc66a7Sds4ucYAzAimuQnXwpVlS45gZ48tgYA1Uj7yNjijQ5ypAxTD39CwowC 3WgvSCJA6XxsxKmduU9TRg== /in/edgar/work/20000725/0000947871-00-000495/0000947871-00-000495.txt : 20000921 0000947871-00-000495.hdr.sgml : 20000921 ACCESSION NUMBER: 0000947871-00-000495 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000725 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL MANAGER CORP/NEW/ CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: POS AM SEC ACT: SEC FILE NUMBER: 333-95723 FILM NUMBER: 678483 BUSINESS ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: 669 RIVER DRIVE STREET 2: RIVER DRIVE CENTER II CITY: ELMWOOD PARK STATE: NJ ZIP: 07407-1361 FORMER COMPANY: FORMER CONFORMED NAME: MEDICAL MANAGER CORP /NEW/ DATE OF NAME CHANGE: 19990723 FORMER COMPANY: FORMER CONFORMED NAME: SYNETIC INC DATE OF NAME CHANGE: 19920703 POS AM 1 0001.txt POST-EFFECTIVE AMENDMENT NO. 1 TO S-3 As Filed with the Securities and Exchange Commission on July 25, 2000 Registration No. 333-95723 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - - - - - - - - - - - - - - - - - - - - - - - - - Post-Effective Amendment No. 1(1) To FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 - - - - - - - - - - - - - - - - - - - - - - - - - MEDICAL MANAGER CORPORATION (Exact name of Registrant as specified in its charter) - - - - - - - - - - - - - - - - - - - - - - - - - Delaware 22-2975182 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) - - - - - - - - - - - - - - - - - - - - - - - - - Medical Manager Corporation 669 River Drive, River Drive Center 2 Elmwood Park, New Jersey 07407 (212) 703-3400 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) Charles A. Mele, Esq. Medical Manager Corporation Executive Vice President -- General Counsel 669 River Drive, River Drive Center 2 Elmwood Park, New Jersey 07407 (201) 703-3400 (Name, address, including zip code, and telephone number, including area code, of agent for service) - - - - - - - - - - - - - - - - - - - - - - - - - Copies to: Stephen T. Giove, Esq. Jonathan L. Freedman, Esq. Shearman & Sterling Frederick W. Kanner, Esq. 599 Lexington Avenue Dewey Ballantine LLP New York, New York 10022 1301 Avenue of the Americas (212) 848-4000 New York, New York 10019 (212) 259-8000 Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plan, please check the following box. |_| If any of the securities being registered on this Form are being offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |X| 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. |_| 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 delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. |_| = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = 1 Pursuant to Rule 401(e), this Post-Effective Amendment to Form S-3 amends Registration Statement No. 333-95723. = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = EXPLANATORY NOTE This Post-Effective Amendment No. 1 is being filed solely for the purpose of removing from registration the shares of common stock, par value $.01, of Medical Manager Corporation that were being offered hereby by Medical Manager that remain unsold at the termination of this offering pursuant to Item 512(a) (3) of Regulation S-K. The registration of the shares of Medical Manager common stock was in connection with Medical Manager's call for redemption of all of its outstanding 5% Convertible Subordinated Debentures due 2007. Medical Manager announced on January 31, 2000 that it had called for redemption on February 15, 2000, the Redemption Date, the entire $159,388,000 aggregate principal amount of its Debentures outstanding at that time. As an alternative to redemption, the outstanding Debentures were convertible into shares of Medical Manager's common stock at the rate of approximately 16.667 shares of common stock per $1,000 principal amount of Debentures, with cash to be paid in lieu of any fractional shares, for Debentures surrendered on or prior to February 14, 2000. Debentures not properly submitted for conversion by February 14, 2000, the Conversion Expiration Date, were to be redeemed at a redemption price of $1,053.57 per $1,000 principal amount of Debentures, including accrued interest of $25.00. As of the completion of the call for redemption, $159,114,00 aggregate principal amount of the Debentures had been surrendered for conversion into 2,651,828 shares of Medical Manager's common stock. At the request of a holder, the remaining $274,000 aggregate principal amount of the Debentures was redeemed by Medical Manager at the redemption price. Pursuant to a Standby Underwriting Agreement dated January 28, 2000, arrangements were initially made with Warburg Dillon Read LLC, as standby underwriter, to purchase from Medical Manager all of the shares of common stock that otherwise would have been issuable upon conversion of the $159,388,000 aggregate principal amount of the Debentures that were duly surrendered for redemption instead of conversion, with certain exceptions. However, since no shares have been, or will be, sold by Medical Manager to Warburg Dillon Read LLC in its role as standby underwriter, no shares will be offered or issued pursuant to this Registration Statement. Medical Manager hereby removes such shares from registration. This Post-Effective Amendment No. 1 does not contain a copy of the Prospectus or Part II included in the Registration Statement as the sole purpose of this filing is to remove from registration all of the shares of common stock offered hereby that remain unsold pursuant to the Registration Statement. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant, Medical Manager Corporation, a corporation organized and existing under the laws of the State of Delaware, certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Borough of Elmwood Park, State of New Jersey, on the 25th day of July, 2000. Medical Manager Corporation By: /s/ James R. Love ------------------------------------------ James R. Love Executive Vice President -- Finance and Administration and Chief Financial Officer Pursuant to the requirements of the Securities Act of 1933, this Amendment to the Registration Statement has been signed below by the following persons in the capacities indicated below on the 25th day of July, 2000. Signature Title --------- ----- * Director; Chairman of the Board - --------------------------------- Martin J. Wygod * Director; Co-Chief Executive Officer and - --------------------------------- Vice Chairman (Principal Executive Officer) Michael A. Singer * Director; Co-Chief Executive Officer - --------------------------------- John H. Kang (Principal Executive Officer) * Director - --------------------------------- Marvin P. Rich * Executive Vice President-- Finance and - --------------------------------- Administration and Chief Financial Officer James R. Love (Principal Financial Officer) * Senior Vice President-- Finance, Chief - --------------------------------- Accounting Officer and Assistant Secretary Kirk G. Layman (Principal Accounting Officer) * Director - --------------------------------- Thomas R. Ferguson * Director - --------------------------------- Mervyn L. Goldstein Director - --------------------------------- Ray E. Hannah * Director - --------------------------------- Courtney F. Jones Director - --------------------------------- Raymond Kurzweil * Director - --------------------------------- Roger H. Licht * Director - --------------------------------- James V. Manning * Director - --------------------------------- Bernard A. Marden * Director - --------------------------------- Charles A. Mele Director - --------------------------------- Chris A. Peifer Director - --------------------------------- Herman Sarkowsky Director - --------------------------------- Paul C. Suthern Director - --------------------------------- Albert M. Weis * By: /s/ James R. Love ---------------------------- James R. Love Attorney-in-fact -----END PRIVACY-ENHANCED MESSAGE-----