Medicode, Inc.
Proposed Ticker:MECD 5225 Wiley Post Way, Suite 500
Exchange:NASDAQ-National Market Salt Lake City, UT 84116
Industry:High-Tech (SIC Code 7371) (801) 536-1000
# of Employees:218

Filing Information
Type of Shares:Common Shares Filing Date:9/24/97
U.S. Shares Filed:2,000,000 Filing Range:$12.00 - $14.00
Non-U.S. Shares Filed:0 Offering Amount: $26,000,000
Primary Shares:2,000,000 Expenses: -
Secondary Shares:0 Shares Out After:

Primary Underwriting Group
ManagerTierPhone
Robertson, Stephens & CompanyLead Manager (415) 989-8500
Hambrecht & Quist IncorporatedCo-manager (415) 439-3626
Wessels, Arnold & HendersonCo-manager (612) 373-6105

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Wilson, Sonsini, Goodrich & Rosati
Bank's Law Firm: Brobeck, Phleger & Harrison
Auditor: Ernst & Young
Registrar/Transfer Agent: Norwest Bank of Minnesota

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
6 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 6/30/97 6/30/96 6/30/97
Revenue:$32.62$13.99$11.81Assets:$9.61
Net Income:$1.63$0.28-$0.23Curr Assets:$8.09
EPS:$0.30$0.05Liabilities:$7.13
Prior EPS:$3.35$1.61Curr Liabilities:$6.96
Cash Flow/Oper:$3.21-$0.68-$0.90Equity:$2.47
Cash Flow/Fin:-$0.75-$0.52-$0.58Cash:$5.19
Cash Flow/Inv:-$0.82-$0.52Working Cap:$1.13

Business Description
The company is the leading provider of health care information products which reduce administrative costs associated with the reimbursement process, control clinical costs and increase the efficiency of the health care delivery process. The Company's products are used by payors, providers and self-insured employers to (i) accurately code and measure utilization of health care services, (ii) screen and edit claims for accuracy, consistency and compliance, (iii) efficiently evaluate, negotiate and implement provider payment arrangements, and (iv) track and analyze all aspects of care for a particular medical condition from initial diagnosis to treatment. The foundation for the company's solutions is its proprietary database of over 500 million geographically dispersed ambulatory patient care records, which is leveraged through the Company's clinical and technical expertise in data collection, mapping and analysis.

Competition
The health care information systems market is intensely competitive. The Company believes that the principal competitive factors in the market include the breadth and quality of system and product offerings, access to proprietary data, the proprietary nature of methodologies and technical resources, and the price and the effectiveness of marketing and sales efforts. Many of the Company's existing and potential competitors have significantly greater financial, technical, product development and marketing resources than the Company. Competitors vary in size and in the scope and breadth of the products and services offered, and the Company's products compete with various products in their relevant markets. The Company's potential competitors include specialty health care information companies, health care information systems companies, software vendors and large data processing and information companies. The Company also competes with the internal information resources and systems of certain of its prospective and existing customers. Furthermore, other major information companies not presently offering clinical health care information services may enter the markets in which the Company competes. There can be no assurance that future competition will not have a material adverse effect on the Company's business, financial condition or results of operations.

Business Plan
Key elements of the company's growth strategy include: (I) Develop and Market New Products Based on Database and Database Management Expertise, (ii) Leverage Large Customer Base, (iii) Target Provider and Self-Insured Employer Segments, (iv) Target Larger Customers, (v) Emphasize Repeat and Recurring Revenue and (vi) Acquire Complementary Products and Businesses.

Use of Proceeds
The proceeds from the proposed offering will be used working capital and for general corporate purposes.

Executive Officers and Directors
Officer NameTitleAge
Thomas F. StephensonChairman of the Board of Directors55
Kevin W. PearsonChief Operating Officer, Chief Financial Officer, Treasurer and Secretary40
Jerold G. Seare, M.D.Medical Director48
Eugene Santa CattarinaPresident, Chief Executive Officer and Director50
Terry L. CameronSenior Vice President, Provider Group31
Eileen ShanonSenior Vice President, Purchaser and Payor Group48
Thomas R. MartinSenior Vice President, Software Development43
Kevin M. MarcumSenior Vice President, Syndicated Data Group36

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