As filed with the Securities and Exchange Commission on January 31, 2008
Registration No. 333-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
MEDASSETS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 51-0391128
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
100 North Point Center East, Suite 200
Alpharetta, Georgia 30022
(678) 323-2500
(Address, including zip code, and telephone number, including area code,
of principal executive offices)
MedAssets.com, Inc. 1999 Stock Incentive Plan
MedAssets, Inc. 2004 Long-Term Incentive Plan
(Full titles of plans)
Jonathan H. Glenn, Esq.
Executive Vice President and Chief Legal and Administrative Officer
MedAssets, Inc.
100 North Point Center East, Suite 200
Alpharetta, Georgia 30022
(678) 323-2500
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copies to:
Steven J. Gartner, Esq.
Morgan D. Elwyn, Esq.
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019
(212) 728-8000
(212) 728-8111 (Facsimile)
CALCULATION OF REGISTRATION FEE
========================= ======================= ======================== ====================== =====================
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered (1) offering price per aggregate offering registration fee
share (2) price (2)
- ------------------------- ----------------------- ------------------------ ---------------------- ---------------------
Common Stock, par value
$0.01 per share 13,777,786 $20.90 $287,955,727.40 $11,316.66
========================= ======================= ======================== ====================== =====================
(1) Represents 4,749,786 shares of Common Stock issuable pursuant to the
MedAssets.com, Inc. 1999 Stock Incentive Plan, and 9,028,000 shares of
Common Stock issuable pursuant to the MedAssets, Inc. 2004 Long-Term
Incentive Plan (together, the "Plans"), which numbers have been adjusted to
reflect the 1-for-1.25 reverse common stock split effected by MedAssets,
Inc. (the "Company") on November 26, 2007. In addition, this Registration
Statement covers an indeterminable number of additional shares as may
hereafter be offered or issued, pursuant to the Plans, to prevent dilution
resulting from stock splits, stock dividends or similar transactions
effected without receipt of consideration.
(2) Estimated solely for calculating the amount of the registration fee,
pursuant to paragraphs (c) and (h) of Rule 457 under the Securities Act of
1933, as amended.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I of this
Registration Statement on Form S-8 (this "Registration Statement") have been or
will be sent or given to participating employees as specified in Rule 428(b)(1)
of the Securities Act of 1933, as amended (the "Securities Act"), in accordance
with the rules and regulations of the United States Securities and Exchange
Commission (the "Commission"). Such documents are not being filed with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of the Securities Act. These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission by the Company, are
incorporated by reference into the Registration Statement:
(a) the Company's Prospectus filed on December 13, 2007, pursuant to
Rule 424(b) under the Securities Act, in connection with the Company's
Registration Statement on Form S-1, Registration No. 333-145693, filed
on August 24, 2007, as amended by Amendments Nos. 1, 2, 3, 4, 5, 6,
and 7 filed on October 9, 2007, November 7, 2007, November 21, 2007,
November 28, 2007, November 28, 2007, December 6, 2007, and December
12, 2007, respectively, pursuant to the Securities Act (collectively,
the "Company Prospectus");
(b) the description of the Company's Common Stock incorporated by
reference into the Company's Registration Statement on Form 8-A, filed
on December 10, 2007, pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), which description is contained in the
Company Prospectus; and
(c) the Company's Current Report on Form 8-K filed on December 18,
2007 pursuant to the Exchange Act.
In addition, all documents filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent
to the date of this Registration Statement and prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
the securities offered hereby have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of the filing of
such documents with the Commission. Any statement contained in a document
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also is incorporated by reference
herein) modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so modified
or superseded.
Item 4. DESCRIPTION OF SECURITIES
Inapplicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Inapplicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's certificate of incorporation and by-laws generally eliminate
the personal liability of its directors for breaches of fiduciary duty as a
director and indemnify directors and officers to the fullest extent permitted by
the Delaware General Corporation Law.
The Company intends to enter into indemnity agreements with each of its
directors and executive officers, which will provide for mandatory indemnity of
an executive officer or director for any "claims" he or she may be subject to by
reason of the fact that the indemnitee is or was an executive officer or
director of the Company, if the indemnitee acted in good faith and in a manner
the indemnitee reasonably believed to be in or not opposed to the Company's best
interests and, in the case of a criminal proceeding, the indemnitee had no
reasonable cause to believe that the indemnitee's conduct was unlawful. These
agreements will also obligate the Company to advance expenses to an indemnitee
provided that the indemnitee will repay advanced expenses in the event the
indemnitee is not entitled to indemnification. Indemnitees are also entitled to
partial indemnification and indemnification for expenses incurred as a result of
acting at the Company's request as a director, officer or agent of a
corporation, limited liability company, partnership, joint venture, trust or
other entity or enterprise owned or controlled by the Company.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to the Company's directors, officers and controlling persons
pursuant to the above statutory provisions or otherwise, the Company has been
advised that, in the opinion of the Commission, such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
Item 8. EXHIBITS
Exhibit No. Description of Exhibit
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5.1 Opinion of Willkie Farr & Gallagher LLP as to the validity of shares to be issued.
23.1 Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1 hereto)
23.2 Consent of BDO Seidman, LLP with respect to the consolidated financial statements of MedAssets,
Inc.
23.3 Consent of BDO Seidman, LLP with respect to the financial statements of Avega Health Systems, Inc.
23.4 Consent of Sobel & Co., LLC with respect to the combined financial statements of MD-X Solutions,
Inc.
23.5 Consent of Weaver & Tidwell, L.L.P. with respect to the financial statements of XactiMed, Inc.
24 Power of Attorney (included on the signature page).
Item 9. UNDERTAKINGS
1. The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to the Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of the 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 the Registration Statement;
(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with, or furnished to, the
Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment 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) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in the 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by
the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant 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 Alpharetta, State of Georgia, on the 31st day of
January, 2008.
MEDASSETS, INC.
By: /s/ John A. Bardis
---------------------------------------
Name: John A. Bardis
Title: Chief Executive Officer
POWER OF ATTORNEY
In accordance with the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates stated. Each person whose signature appears below
constitutes and appoints John A. Bardis and L. Neil Hunn, and each of them
severally, as his true and lawful attorney-in-fact and agent, each acting along
with full power of substitution and resubstitution, for him or her and in his or
her name, place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) and exhibits to this
Registration Statement, and to any registration statement filed under Commission
Rule 462, and to file the same, with all exhibits thereto, and all documents in
connection therewith, with the Commission, granting unto said attorney-in-fact
and agent, 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 or she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his or her
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
Signature Title Date
- --------- ----- ----
Chairman of the Board Directors and Chief
/s/ John A. Bardis Executive Officer January 31, 2008
- ------------------ (Principal Executive Officer)
Name: John A. Bardis
/s/ L. Neil Hunn Chief Financial Officer January 31, 2008
- ---------------- (Principal Financial Officer)
Name: L. Neil Hunn
/s/ Scott E. Gressett Chief Accounting Officer January 31, 2008
- ------------------------ (Principal Accounting Officer)
Name: Scott E. Gressett
/s/ Rand A. Ballard Director January 31, 2008
- ---------------------
Name: Rand A. Ballard
/s/ Harris Hyman Director January 31, 2008
- -----------------
Name: Harris Hyman
/s/ Vernon R. Loucks, Jr. Director January 31, 2008
- -------------------------
Name: Vernon R. Loucks, Jr.
/s/ Terrence J. Mulligan Director January 31, 2008
- ---------------------------
Name: Terrence J. Mulligan
/s/ Earl H. Norman Director January 31, 2008
- --------------------------
Name: Earl H. Norman
/s/ Lance Piccolo Director January 31, 2008
- -----------------
Name: Lance Piccolo
/s/_John C. Rutherford Director January 31, 2008
- ----------------------
Name: John C. Rutherford
/s/ Samantha Trotman Burman Director January 31, 2008
- ---------------------------
Name: Samantha Trotman Burman
/s/ Bruce F. Wesson Director January 31, 2008
- -------------------
Name: Bruce F. Wesson
INDEX TO EXHIBITS
Exhibit No. Description of Exhibit
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5.1 Opinion of Willkie Farr & Gallagher LLP as to the validity of shares to be issued.
23.1 Consent of Willkie Farr & Gallagher LLP (included in the opinion filed as Exhibit 5.1 hereto)
23.2 Consent of BDO Seidman, LLP with respect to the consolidated financial statements of MedAssets,
Inc.
23.3 Consent of BDO Seidman, LLP with respect to the financial statements of Avega Health Systems, Inc.
23.4 Consent of Sobel & Co., LLC with respect to the combined financial statements of MD-X Solutions, Inc.
23.5 Consent of Weaver & Tidwell, L.L.P. with respect to the financial statements of XactiMed, Inc.
24 Power of Attorney (included on the signature page).