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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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PER-SE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 58-1651222
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
2840 MT. WILKINSON PARKWAY
ATLANTA, GEORGIA 30339
(770) 444-5300
(Address, including zip code, and telephone number of
principal executive offices)
AMENDED AND RESTATED
PER-SE TECHNOLOGIES, INC. NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
PAUL J. QUINER COPY TO:
SENIOR VICE PRESIDENT LAURA G. THATCHER
AND GENERAL COUNSEL ALSTON & BIRD LLP
PER-SE TECHNOLOGIES, INC. ONE ATLANTIC CENTER
2840 MT. WILKINSON PARKWAY 1201 WEST PEACHTREE STREET, NW
ATLANTA, GEORGIA 30339 ATLANTA, GEORGIA 30309-3424
(770) 444-5300 (404) 881-7546
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities Amount to be offering price aggregate offering Amount of
to be registered registered per share (1) price (1) registration fee
------------------- ------------ ---------------- ------------------ ----------------
Common Stock 250,000 $8.80 $2,200,000.00 $177.98
------------------- ------------ ---------------- ------------------ ----------------
(1) Determined in accordance with Rule 457(h), the registration fee
calculation is based on the average of the high and low prices of the
Company's Common Stock reported on the Nasdaq National Market on May 7,
2003.
EXPLANATORY NOTE
This Registration Statement is being filed by Per-Se Technologies,
Inc., a Delaware corporation (the "Company"), for the purpose of registering
250,000 additional shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"), that may be issued by the Company under the Amended
and Restated Per-Se Technologies, Inc. Non-Employee Director Stock Option Plan
(the "Plan"). The Company has previously filed two Registration Statements on
Form S-8 covering shares of Common Stock that may be issued under the Plan.
Pursuant to General Instruction E to Form S-8, the contents of the earlier
Registration Statements (Nos. 33-95746 and 333-37152) are incorporated by
reference into this Registration Statement to the extent not replaced hereby.
PART I. INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form
S-8 are not required to be filed with the Securities and Exchange Commission
(the "Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to the Note to Part I of Form
S-8 and Rule 424 under the Securities Act of 1933, as amended (the "Securities
Act"). The information required in the Section 10 (a) prospectus is included in
documents being maintained and delivered by the Company as required by Part I of
Form S-8 and by Rule 428 under the Securities Act.
PART II. INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Company with the Commission
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are incorporated by reference herein and are deemed to be a part hereof
from the date of the filing of such documents:
(1) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002;
(2) All other reports filed by the Company pursuant to Section
13(a) or 15(d) of the Exchange Act since December 31, 2002;
(3) The description of the Common Stock contained in the
Registration Statement on Form 8-A/A dated May 22, 1996, and any amendment or
report filed for the purpose of updating such description; and
(4) The description of rights set forth in the Registration
Statement on Form 8-A filed February 12, 1999, and any amendment or report filed
for the purpose of updating such description.
All other documents subsequently filed by the Company pursuant to
Section 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference herein and to be a part hereof from the date of
the filing of such documents.
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Any statement contained in a document incorporated or deemed
incorporated herein by reference shall be deemed to be modified or superseded
for the purpose of this Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is, or is
deemed to be, incorporated herein by reference modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The opinion of
counsel as to the legality of the securities registered hereunder is given by
Paul J. Quiner, Senior Vice President and General Counsel of the Company. As of
the date hereof, Mr. Quiner beneficially owns approximately 71,667 shares of the
Company's Common Stock. Mr. Quiner is not eligible to receive grants of stock
options under the Plan.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The following summary is qualified in its entirety by reference to the
complete text of the statute, the Restated Certificate of Incorporation,
Restated By-Laws and the agreement referred to below.
The Company's Restated By-Laws provide that each person who was or is
made a party to, is threatened to be made a party to or is otherwise involved in
any action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a director, officer,
employee or agent of the Company (or is or was serving at the request of the
Company as a director, officer, employee or agent of another entity), will be
indemnified and held harmless by the Company to the fullest extent permitted by
the Delaware General Corporation Law as it currently exists or is later amended.
Under Section 145 of the Delaware General Corporation Law, a
corporation may indemnify a director, officer, employee or agent of the
corporation (or other entity if such person is serving in such capacity at the
corporation's request) against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by him if
he acted in good faith and in a manner he reasonably believed to be in, or not
opposed to, the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his conduct
was unlawful. In the case of an action brought by or in the right of the
corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such persons shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigative action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.
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The Company's Restated Certificate of Incorporation provides that a
director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except for liability (i) for any breach of the director's duty of loyalty to the
Company or its stockholders, (ii) for any acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
in which the director derived an improper personal benefit.
In addition, the Company and David E. McDowell, the Chairman of the
Board of the Company, are parties to an agreement pursuant to which the Company
has agreed to indemnify and hold harmless Mr. McDowell to the fullest extent
permitted by the Delaware General Corporation Law as it presently exists or to
such greater extent as such law may subsequently be amended.
The Company maintains directors and officers liability insurance. Such
policies have a deductible of $1 million per claim, and an annual per occurrence
and aggregate cap on coverage of $50 million.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
Exhibit Number Description
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4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1
to Annual Report on Form 10-K for the year ended December 31, 1999).
4.2 Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to Annual Report on
Form 10-K for the year ended December 31, 1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Annual Report on
Form 10-K for the year ended December 31, 1999).
4.4 Rights Agreement dated as of February 11, 1999, between the Company and American Stock Transfer &
Trust Company (including form of rights certificates) (incorporated by reference to Exhibit 4 to
Current Report on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999 between the Company and American
Stock Transfer & Trust Company, entered into as of May 4, 2000 (incorporated by reference to Exhibit
4.4 to Quarterly Report on Form 10-Q for the quarter ended March 31, 2000).
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Exhibit Number Description
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4.6 Second Amendment to Rights Agreement dated as of February 11, 1999, between the Company and
American Stock Transfer & Trust Company, entered into as of December 6, 2001, to be effective
as of March 6, 2002 (incorporated by reference to Exhibit 4.12 to Annual Report on Form 10-K
for the year ended December 31, 2001).
4.6 Third Amendment to Rights Agreement dated as of February 11, 1999, between the Company and
American Stock Transfer & Trust Company, entered into as of March 10, 2003 (incorporated by
reference to Exhibit 4.13 to Annual Report on Form 10-K for the year ended December 31, 2002).
5 Opinion of Paul J. Quiner regarding the legality of shares being registered.
23.1 Consent of Paul J. Quiner (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
99.1 Amended and Restated Per-Se Technologies, Inc. Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix B to Definitive Proxy Statement dated April 1, 2003,
relating to the Company's 2003 Annual Meeting of Stockholders).
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of this Registration Statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in this
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
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(2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities being
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof; and
(3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
(b) The undersigned Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Company's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise, the
Company has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Company of expenses
incurred or paid by a director, officer or controlling person of the Company in
the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(signatures on following page)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Per-Se
Technologies, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Atlanta, State of Georgia, on May 9, 2003.
PER-SE TECHNOLOGIES, INC.
By: /s/ PHILIP M. PEAD
---------------------------
Philip M. Pead
Chairman, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Chris E. Perkins and Paul J. Quiner, and
each of them, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities, to sign any or all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of the, or their or his substitutes, may lawfully do or cause to
be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
---------------------------- ----------------------------- -----------
/s/ PHILIP M. PEAD Chairman, President and May 9, 2003
---------------------------- Chief Executive Officer
Philip M. Pead
/s/ CHRIS E. PERKINS Executive Vice President May 9, 2003
---------------------------- Financial Officer and Chief
Chris E. Perkins
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Signature Title Date
---------------------------- ----------------------------- -----------
/s/ MARY C. CHISHOLM Vice President and Controller May 9, 2003
----------------------------
Mary C. Chisholm
/s/ STEPHEN A. GEORGE, M.D. Director May 9, 2003
----------------------------
Stephen A. George, M.D.
/s/ DAVID R. HOLBROOKE, M.D. Director May 9, 2003
----------------------------
David R. Holbrooke, M.D.
/s/ CRAIG MACNAB Director May 9, 2003
----------------------------
Craig Macnab
/s/ DAVID E. MCDOWELL Director May 9, 2003
----------------------------
David E. McDowell
/s/ JOHN C. POPE Director May 9, 2003
----------------------------
John C. Pope
/s/ C. CHRISTOPHER TROWER Director May 9, 2003
----------------------------
C. Christopher Trower
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EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
Exhibit Number Description
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4.1 Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1
to Annual Report on Form 10-K for the year ended December 31, 1999).
4.2 Restated By-Laws of the Company (incorporated by reference to Exhibit 3.2 to Annual
Report on Form 10-K for the year ended December 31, 1999).
4.3 Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Annual
Report on Form 10-K for the year ended December 31, 1999).
4.4 Rights Agreement dated as of February 11, 1999, between the Company and American Stock
Transfer & Trust Company (including form of rights certificates) (incorporated by
reference to Exhibit 4 to Current Report on Form 8-K filed on February 12, 1999).
4.5 First Amendment to Rights Agreement dated as of February 11, 1999 between the Company
and American Stock Transfer & Trust Company, entered into as of May 4, 2000
(incorporated by reference to Exhibit 4.4 to Quarterly Report on Form 10-Q for the
quarter ended March 31, 2000).
4.6 Second Amendment to Rights Agreement dated as of February 11, 1999, between the Company and
American Stock Transfer & Trust Company, entered into as of December 6, 2001, to be effective
as of March 6, 2002 (incorporated by reference to Exhibit 4.12 to Annual Report on Form 10-K
for the year ended December 31, 2001).
4.7 Third Amendment to Rights Agreement dated as of February 11, 1999, between the Company and
American Stock Transfer & Trust Company, entered into as of March 10, 2003 (incorporated by
reference to Exhibit 4.13 to Annual Report on Form 10-K for the year ended December 31, 2002).
5 Opinion of Paul J. Quiner regarding the legality of shares being registered.
23.1 Consent of Paul J. Quiner (included in Exhibit 5).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of PricewaterhouseCoopers LLP.
24 Power of Attorney (included on signature page).
99.1 Amended and Restated Per-Se Technologies, Inc. Non-Employee Director Stock Option Plan
(incorporated by reference to Appendix B to Definitive Proxy Statement dated April 1, 2003,
relating to the Company's 2003 Annual Meeting of Stockholders).