-----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, SnShSTsFx4OsViiGLu8e0D0lKPU2WIErJLhNkC1Tm9yoFc7xZFXJuK6J244uPbxv eB9rPYK4ldj7kChWy9bvsA== 0000950144-99-009469.txt : 19990809 0000950144-99-009469.hdr.sgml : 19990809 ACCESSION NUMBER: 0000950144-99-009469 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990802 GROUP MEMBERS: MAS 1997 FAMILY LIMITED PARTNERSHIP GROUP MEMBERS: MAS 1997 MANAGER INC GROUP MEMBERS: SINGER MICHAEL A SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICAL MANAGER CORP/NEW/ CENTRAL INDEX KEY: 0000850436 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 222975182 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-40653 FILM NUMBER: 99676338 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SINGER MICHAEL A CENTRAL INDEX KEY: 0001040088 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O MEDICAL MANAGER CORP STREET 2: 3001 N ROCKY POINT DR EAST STE 100 CITY: TAMPA STATE: FL ZIP: 33607 BUSINESS PHONE: 8132872990 MAIL ADDRESS: STREET 1: C/O MEDICAL MANAGER CORP STREET 2: 3001 N ROCKY POINT DR EAST STE 100 CITY: TAMPA STATE: FL ZIP: 33607 SC 13D 1 MEDICAL MANAGER CORPORATION SC 13D 7/23/99 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) Medical Manager Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 58461U 10 3 ----------- (CUSIP Number) Bradley D. Houser, Esq. Akerman, Senterfitt & Eidson, P.A. One Southeast Third Avenue Miami, Florida 33131 Tel. No. (305) 374-5600 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) July 23, 1999 ---------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) 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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box: [ ] 2 SCHEDULE 13D CUSIP NO. 58461U 10 3 PAGE 2 OF 11 - ---------------------------- --------------------------- Name of reporting persons 1 S.S. or I.R.S. Identification No. of above persons (Entities Only) Michael A. Singer - -------------------------------------------------------------------------------- Check the appropriate box if a member of a group (a)[ ] 2 (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- SEC use only 3 - -------------------------------------------------------------------------------- Source of funds (See Instructions) 4 OO - -------------------------------------------------------------------------------- Check box if disclosure of legal proceedings is required 5 pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- Citizenship or place of organization 6 United States of America - -------------------------------------------------------------------------------- Sole voting power 7 NUMBER OF 3,684,375 SHARES -------------------------------------------- BENEFICIALLY Shared voting power OWNED BY 8 EACH -0- REPORTING -------------------------------------------- PERSON Sole dispositive power WITH 9 3,684,375 -------------------------------------------- Shared dispositive power 10 -0- - -------------------------------------------------------------------------------- Aggregate amount beneficially owned by each reporting person 11 3,684,375 - -------------------------------------------------------------------------------- Check box if the aggregate amount in row (11) excludes certain 12 shares (See Instructions) [ ] - -------------------------------------------------------------------------------- Percent of class represented by amount in row (11) 13 10.3% - -------------------------------------------------------------------------------- Type of reporting person (See Instructions) 14 IN - -------------------------------------------------------------------------------- 3 SCHEDULE 13D CUSIP NO. 58461U 10 3 PAGE 3 OF 11 - ---------------------------- --------------------------- Name of reporting persons 1 S.S. or I.R.S. Identification No. of above persons (Entities Only) MAS 1997 Family Limited Partnership - -------------------------------------------------------------------------------- Check the appropriate box if a member of a group (a)[ ] 2 (See Instructions) (b)[ ] - -------------------------------------------------------------------------------- SEC use only 3 - -------------------------------------------------------------------------------- Source of funds (See Instructions) 4 OO - -------------------------------------------------------------------------------- Check box if disclosure of legal proceedings is required 5 pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- Citizenship or place of organization 6 Texas - -------------------------------------------------------------------------------- Sole voting power 7 NUMBER OF 3,668,750 SHARES -------------------------------------------- BENEFICIALLY Shared voting power OWNED BY 8 EACH -0- REPORTING -------------------------------------------- PERSON Sole dispositive power WITH 9 3,668,750 -------------------------------------------- Shared dispositive power 10 -0- - -------------------------------------------------------------------------------- Aggregate amount beneficially owned by each reporting person 11 3,668,750 - -------------------------------------------------------------------------------- 12 Check box if the aggregate amount in row (11) excludes certain shares (See Instructions) [ ] - -------------------------------------------------------------------------------- Percent of class represented by amount in row (11) 13 10.2% - -------------------------------------------------------------------------------- Type of reporting person (See Instructions) 14 PN - -------------------------------------------------------------------------------- 4 SCHEDULE 13D CUSIP NO. 58461U 10 3 PAGE 4 OF 11 - ---------------------------- --------------------------- NAME OF REPORTING PERSONS 1 S.S. or I.R.S. Identification No. of above persons (Entities Only) MAS 1997 Manager, Inc. - -------------------------------------------------------------------------------- Check the appropriate box if a member of a group (a)[ ] (See Instructions) 2 (b)[ ] - -------------------------------------------------------------------------------- SEC use only 3 - -------------------------------------------------------------------------------- Source of funds (See Instructions) 4 OO - -------------------------------------------------------------------------------- Check box if disclosure of legal proceedings is required 5 pursuant to Items 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------- Citizenship or place of organization 6 Texas - -------------------------------------------------------------------------------- Sole voting power 7 NUMBER OF 3,668,750 SHARES -------------------------------------------- BENEFICIALLY Shared voting power OWNED BY 8 EACH -0- REPORTING -------------------------------------------- PERSON Sole dispositive power WITH 9 3,668,750 -------------------------------------------- Shared dispositive power 10 -0- - -------------------------------------------------------------------------------- Aggregate amount beneficially owned by each reporting person 11 3,668,750 - -------------------------------------------------------------------------------- 12 Check box if the aggregate amount in row (11) excludes certain shares (See Instructions) [ ] - -------------------------------------------------------------------------------- Percent of class represented by amount in row (11) 13 10.2% - -------------------------------------------------------------------------------- Type of reporting person (See Instructions) 14 CO - -------------------------------------------------------------------------------- 5 PAGE 5 of 11 -------------------------- ITEM 1. SECURITY AND ISSUER. This Schedule 13D relates to the common stock, par value $0.01 per share (the "Common Stock"), of Medical Manager Corporation, a Delaware corporation (the "Company"). The Company is engaged in three principal business activities, plastics and filtration technologies, healthcare communications, and physician practice management systems. The Company is heaquartered at River Drive Center 2, 669 River Drive, Elmwood Park, New Jersey 07407. The Company, which was formerly known as Synetic, Inc., recently completed a business combination by which it acquired Medical Manager Systems, Inc. ("Medical Manager Systems"), which was formerly known as Medical Manager Corporation. Upon the completion of this business combination, the Company changed its name to Medical Manager Corporation and the former Medical Manager Corporation entity changed its name to Medical Manager Systems, Inc., and became a wholly owned subsidiary of the Company. ITEM 2. IDENTITY AND BACKGROUND. This Statement on Schedule 13D is being filed jointly by and on behalf of Michael A. Singer, MAS 1997 Family Limited Partnership, a Texas limited partnership ("MFLP"), and MAS 1997 Manager, Inc., a Texas corporation ("MMI" and, together with Mr. Singer and MFLP, the "Reporting Persons"), with respect to their ownership of the Common Stock of the Company, pursuant to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). Mr. Singer's business address is 15151 N.W. 99th St., Alachua, Florida 32615 and the business address of MFLP and MMI is 8989 Westheimer Street, Suite 228E, Houston, Texas 77063. Mr. Singer's principal occupation is Vice Chairman and Co-Chief Executive Officer of the Company. Mr. Singer is also the sole shareholder, executive officer and director of MMI and the sole limited partner of MFLP. MMI's principal business is to serve as the sole general partner of MFLP. MFLP's principal business is to make, hold, and manage certain of Mr. Singer's investments in publicly-traded and other companies. Mr. Singer is a citizen of the United States of America. None of the Reporting Persons has, during the last five years, (a) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) been a party to any civil proceeding of a judicial or administrative body of competent jurisdiction, and as a result of such proceeding was or is subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws. 6 PAGE 6 of 11 -------------------------- ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. In February 1997, in connection with the closing of Medical Manager Systems' initial public offering and certain mergers related thereto, Mr. Singer received, as partial consideration for his interests in the merged companies, 6,370,000 shares of Medical Manager Systems common stock (the "MMSI Common Stock"). On May 1, 1997, Mr. Singer purchased 25,000 shares of MMSI Common Stock for cash and transferred such shares into a limited partnership and a trust for the benefit of certain members of his family. On December 30, 1997, Mr. Singer transferred 63,700 shares of MMSI Common Stock to MMI as a capital contribution. On December 30, 1997 MMI transferred 63,700 shares of MMSI Common Stock to MFLP as a capital contribution. On December 30, 1997, Mr. Singer transferred 6,306,300 shares of MMSI Common Stock to MFLP as a capital contribution. On April 23, 1998, Mr. Singer, indirectly through MFLP, sold 500,000 shares of MMSI Common Stock in an underwritten public offering conducted by Medical Manager Systems. On May 16, 1999, the Company entered into an Agreement and Plan of Merger (the "Merger Agreement") with Medical Manager Systems (under its former name) and Marlin Merger Sub, Inc. ("Marlin"), a Delaware corporation and a wholly owned subsidiary of the Company. Pursuant to the Merger Agreement, on July 23, 1999, Marlin was merged with and into Medical Manager Systems (the "Merger"), with Medical Manager Systems continuing as the surviving corporation and a wholly owned subsidiary of the Company. In connection with the Merger, each share of MMSI Common Stock, including all shares of MMSI Common Stock held by the Reporting Persons, has been converted into the right to receive 0.625 shares of the Common Stock of the Company. ITEM 4. PURPOSE OF TRANSACTION. The Reporting Persons have acquired the Common Stock for investment purposes and none of the Reporting Persons have any plans or proposals which relate to or would result in any of the events or transactions described in Items 4(a) through 4(j) of Schedule 13D. 7 PAGE 7 of 11 -------------------------- ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) and (b) Mr. Singer may be deemed to own beneficially 3,684,375 shares of Common Stock (which includes 3,668,750 shares of Common Stock beneficially owned by MFLP and MMI as described below), representing approximately 10.3% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on 35,847,743 shares of Common Stock issued and outstanding as of the effective time of the Merger). Mr. Singer has the sole power to vote and the sole power to dispose of the 3,684,375 shares of Common Stock which he may be deemed to own beneficially. MFLP may be deemed to own beneficially 3,668,750 shares of Common Stock, representing approximately 10.2% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on 35,847,743 shares of Common Stock issued and outstanding as of the effective time of the Merger). MFLP has the sole power to vote and the sole power to dispose of the 3,668,750 shares of Common Stock which it is deemed to own beneficially. MMI may be deemed to own beneficially the 3,668,750 shares of Common Stock beneficially owned by MFLP as described above, representing approximately 10.2% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on 35,847,743 shares of Common Stock issued and outstanding as of the effective time of the Merger). MMI has the sole power to vote and the sole power to dispose of the 3,668,750 shares of Common Stock which it was deemed to own beneficially. (c) Except with respect to the right to receive .625 shares of Common Stock in exchange for each share of MMSI Common Stock, as described herein and as set forth in the Merger Agreement, there have been no other transactions in any securities of the Company affected by any of the Reporting Persons during the past 60 days. (d) To the knowledge of the Reporting Persons, only the Reporting Persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock of the Company reported by this Amendment. (e) Not applicable. 8 PAGE 8 of 11 -------------------------- ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On May 16, 1999, Mr. Singer, along with Messrs. Kang and Mehrlich (the "Rights Holders"), entered into a Registration Rights Agreement with the Company which gives the Rights Holders the right to demand two registrations with the Commission of their shares of Common Stock. The first demand registration may be requested by two of the three Rights Holders for a number of shares of the Common Stock up to an aggregate of 50% of the Common Stock received by each of the Rights Holders in the merger, so long as at least 500,000 shares of eligible Common Stock are registered. The second demand registration, which may be requested any time after one year from the date the first demand registration statement becomes effective, subject to certain restricted periods of sale, may be made by any of the Rights Holders for 50% of the Common Stock received by each of the Rights Holders in the merger, so long as at least 100,000 shares of eligible Common Stock are registered. By letter agreement dated July 23, 1999, the parties to the Registration Rights Agreement amended the agreement to (i) delete the requirement for the Company to publish consolidated financial statements of the combined operations of the Company and Medical Manager Systems covering a period of at least thirty (30) days of post-merger operations and (ii) to extend the latest date that the first demand registration provided in the Registration Rights Agreement may be exercised to ninety (90) days after July 23, 1999. Other than the Registration Rights Agreement or as otherwise described herein, none of the Reporting Persons are a party to any contracts, arrangements, understandings or relationships with any person with respect to securities of the Issuer. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1 Joint Filing Agreement, dated July 23, 1999, by and among the Reporting Persons. Exhibit 2 Registration Rights Agreement by and among Medical Manager Corporation and Messrs. Singer, Kang and Mehrlich (incorporated by reference to Exhibit 4.3 of the Company's Amendment No. 1 to Registration Statement on Form S-4, filed with the Commission on June 24, 1999). Exhibit 3 Letter Agreement by and among Medical Manager Corporation and Messrs. Singer, Kang and Mehrlich amending Sections 2.02(a) and 2.02(c) to the Registrant Rights Agreement. 9 PAGE 9 of 11 -------------------------- 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. /s/ Michael A. Singer --------------------------------------------- Michael A. Singer Dated: July 23, 1999 10 PAGE 10 of 11 -------------------------- 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. MAS 1997 Family Limited Partnership By: MAS 1997 Manager, Inc., a general partner By: /s/ Michael A. Singer ---------------------------------------- Michael A. Singer President Dated: July 23, 1999 11 PAGE 11 of 11 -------------------------- 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. MAS 1997 Manager, Inc. By: /s/ Michael A. Singer ----------------------------------------- Michael A. Singer President Dated: July 23, 1999 EX-1 2 JOINT FILING AGREEMENT 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that this Statement on Schedule 13D with respect to the Common Stock of Medical Manager Corporation of even date herewith is, and any amendment thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. IN WITNESS THEREOF this Joint Filing Agreement may be executed on one or more counterparts, each of which shall be deemed an original for all purposes and all of which together shall constitute one and the same Joint Filing Agreement, and this Joint Filing Agreement may be effected by a written facsimile of each party. Dated: July 23, 1999. /s/ Michael A. Singer ------------------------------------ MAS 1997 FAMILY LIMITED PARTNERSHIP By: MAS 1997 MANAGER, INC., a general partner By: /s/ Michael A. Singer ------------------------------------- Michael A. Singer President MAS 1997 MANAGER, INC. By: /s/ Michael A. Singer ------------------------------------- Michael A. Singer President EX-3 3 LETTER AGREEMENT 1 EXHIBIT 3 [SYNETIC LETTERHEAD] July 23, 1999 Mr. Michael A. Singer c/o Medical Manager Corporation 3001 North Rocky Point Drive Suite 400 Tampa, Florida 33607 Mr. John H. Kang c/o Medical Manager Corporation 3001 North Rocky Point Drive Suite 400 Tampa, Florida 33607 Mr. Richard W. Mehrlich c/o Medical Manager Corporation 3001 North Rocky Point Drive Suite 400 Tampa, Florida 33607 Gentlemen: Reference is made to that certain Registration Rights Agreement (the "AGREEMENT"; capitalized terms used herein and not otherwise defined shall have the meanings given to such terms in the Agreement) dated as of May 16, 1999 by and among Synetic, Inc, Mr. Michael A. Singer, Mr. John H. Kang and Mr. Richard W. Mehrlich. Notwithstanding anything to the contrary set forth in the Agreement, the undersigned agree that the Agreement is hereby amended as follows: 1. Section 2.02(a) of the Agreement is hereby amended by deleting the words "sixty (60)" and inserting in lieu thereof the words "ninety (90)". 2. Section 2.02(c) of the Agreement is hereby deleted in its entirety. The undersigned hereby agree that the Agreement, as amended hereby, shall continue to be in full force and effect and is hereby ratified and confirmed in all respects. 2 Reference is further made to that certain letter from Synetic, Inc. to Medical Manager Corporation, dated as of May 16, 1999, a copy of which is attached hereto as Exhibit A, Michael A. Singer and John Kang hereby agree that the disclosure described in said letter shall not be required by them, and accordingly, such letter is no longer in effect. Very truly yours, SYNETIC, INC., a Delaware corporation By: /s/ James R. Love ------------------------------- Name: James R. Love Title: Executive Vice President ACKNOWLEDGED AND AGREED: /s/ Michael A. Singer - ---------------------------------- Michael A. Singer /s/ John H. Kang - ---------------------------------- John H. Kang /s/ Richard W. Mehrlich - ---------------------------------- Richard W. Mehrlich -----END PRIVACY-ENHANCED MESSAGE-----