REGISTRATION NO. 333-
As filed with the Securities and Exchange Commission on May 31,1996
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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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MANAGED CARE SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3338328
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2510 WEST DUNLAP AVENUE, SUITE 100
PHOENIX, ARIZONA 85021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN,
1995 DIRECTORS' STOCK OPTION PLAN, AND
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
MANAGED CARE SOLUTIONS, INC. BELL, BOYD & LLOYD
2510 WEST DUNLAP AVENUE, SUITE 100 THREE FIRST NATIONAL PLAZA
PHOENIX, ARIZONA 85021 CHICAGO, ILLINOIS 60602
ATTENTION: BLAINE BERGESON ATTENTION: WILLIAM G. BROWN
(602) 943-5660 (312) 372-1121
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered(1) Per Share Offering Price Registration Fee
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Common Stock, $.01 par value 580,000 Shares(2) $3.25 $1,885,000 $650.00
Common Stock, $.01 par value 380,000 Shares(3) $5.625(4) $2,137,500(4) $737.06(4)
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(1) THE REGISTRATION STATEMENT ALSO INCLUDES AN INDETERMINATE NUMBER OF
ADDITIONAL SHARES THAT MAY BECOME ISSUABLE UNDER THE ANTIDILUTION AND OTHER
ADJUSTMENT PROVISIONS OF THE RESPECTIVE PLANS PURSUANT TO RULE 416(A) OF
THE SECURITIES ACT OF 1933.
(2) THIS AMOUNT INCLUDES 490,000 SHARES OF COMMON STOCK WHICH ARE ISSUABLE UPON
EXERCISE OF OPTIONS PREVIOUSLY GRANTED UNDER THE 1995 STOCK OPTION PLAN AND
90,000 SHARES OF COMMON STOCK WHICH ARE ISSUABLE PURSUANT TO OPTIONS
GRANTED UNDER THE 1995 DIRECTORS' STOCK OPTION PLAN.
(3) THIS AMOUNT INCLUDES 60,000 SHARES OF COMMON STOCK WHICH MAY BECOME SUBJECT
TO OPTIONS UNDER THE 1995 STOCK OPTION PLAN, 20,000 SHARES OF COMMON STOCK
WHICH MAY BECOME SUBJECT TO OPTIONS UNDER THE 1995 DIRECTORS' STOCK OPTION
PLAN, AND 300,000 SHARES WHICH MAY BECOME SUBJECT TO OPTIONS UNDER THE
EMPLOYEE STOCK PURCHASE PLAN.
(4) IN ACCORDANCE WITH RULE 457(H), CALCULATED ON THE BASIS OF THE AVERAGE OF
THE HIGH AND LOW SALE PRICES OF THE REGISTRANT'S COMMON STOCK AS QUOTED IN
THE CONSOLIDATED REPORTING SYSTEM OF THE NASDAQ NATIONAL MARKET ON MAY 28,
1996, AS REPORTED BY THE WALL STREET JOURNAL (MIDWEST EDITION).
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement on Form S-8 relates to the registration of shares of
common stock of Managed Care Solutions, Inc. (the "Registrant"), $.01 par value
per share (the "Common Stock").
The Registrant incorporates herein by reference the following documents in this
registration statement:
(a) The Registrant's proxy statement/prospectus dated January 25, 1996 included
in the Registrant's registration statement on Form S-4 (registration no.
333-558),
(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the proxy statement/prospectus referred to in (a) above, and
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all Common Stock of the
Registrant offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated
by reference herein 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.
William G. Brown, a partner of Bell, Boyd & Lloyd, counsel for the Registrant,
is a director of the Registrant and owns 38,670 shares of its Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers Delaware
corporations to indemnify any director or officer against expenses, judgments,
fines and settlements actually and reasonably incurred by such person in
connection with any action, suit or proceeding, if such director or officer
acted in good faith and in a manner such person 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 or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable for negligence in the performance of his or her duty to the
corporation, unless the court determines that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expense that the court shall deem proper. Said section further provides that to
the extent that any such person is successful on the merits or otherwise in
defense of any action such director or officer shall be indemnified against
expenses actually and reasonably incurred by him or her.
Article EIGHTH of the Registrant's Certificate of Incorporation
provides as follows:
EIGHTH: (1) Each person who is or was a director or officer of
the Corporation or a subsidiary of the Corporation and each person who
serves or served at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of any
such persons), shall be indemnified by the Corporation in accordance with,
and to the fullest extent authorized by, the provisions of the General
Corporation Law of the State of Delaware as it may from time to time be
amended. Each person who is or was an employee or agent of the Corporation
or a subsidiary of the Corporation, and each person who serves or has
served at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (and the
heirs, executors, administrators and estates of such persons), may be
similarly indemnified at the discretion of the Board of Directors.
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(2) No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by
such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for
breach of the director's duty of loyalty to the Corporation or its
stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) pursuant to
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
(3) No amendment to or repeal of this Article EIGHTH shall apply
to or have any effect on the right to indemnification or liability or
alleged liability of any person who is or was a director or officer of the
Corporation or a subsidiary of the Corporation or any person who serves or
served at the request of the Corporation as director or officer of another
corporation, partnership, joint venture, trust or other enterprise (or the
heirs, executors, administrators and estates of any such persons), for or
with respect to any acts or omissions of such person occurring prior to
such amendment.
Article VII, Section 5, of Registrant's by-laws provides as follows:
Section 5. Indemnification of Directors, Officers and Others. Each
person who is or was a director or officer of the Corporation or a
subsidiary of the Corporation and each person who serves or served at the
request of the Corporation as a director or officer (or equivalent) of
another corporation, partnership, joint venture, trust or other enterprise
(and the heirs, executors, administrators and estates of any such persons),
shall be indemnified by the Corporation in accordance with, and to the
fullest extent authorized by, the provisions of the General Corporation Law
of the State of Delaware as it may from time to time be amended, except as
to any action, suit or proceeding brought by or on behalf of the director
or officer of the Corporation without prior approval of the board of
directors. Each person who is or was an employee or agent of this
Corporation, and each person who serves or has served as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, may be similarly indemnified at the discretion of the board of
directors. The indemnification provided by this section 5 shall not be
deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office. The Corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director,
officer, employee or agent of the Corporation, or is or was serving at the
request of the Corporation, as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him or
her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this by-law or the Delaware
Corporation Law.
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The Registrant has entered into an indemnification contract with each
of its officers and directors that provides for the prompt indemnification of
such persons "to the fullest extent permitted by law" against expenses,
judgments, fines, penalties and settlements paid or incurred in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), any threatened, pending, or completed action, suit or proceeding or any
inquiry or investigation related to the fact that the Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Registrant or was serving
in a similar capacity at the Registrant's request with another corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise or
by reason of any act or omission by the Indemnitee in any such capacity. The
obligation of the Registrant to indemnify an Indemnitee under the contract is
subject to the condition that the reviewing party (a person or body consisting
of a director or directors appointed by the Board of Directors who is not a
party to the claim for which indemnification is being sought) shall not have
determined that the Indemnitee would not be permitted to be indemnified under
applicable law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement which are required by Item 601 of
Regulation S-K are listed in the Index to Exhibits set forth elsewhere in this
registration statement.
Item 9. Undertakings.
(a) The undersigned Registrant 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;
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to
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be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(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
offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant'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)-(g) Not applicable.
(h) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant 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 Registrant 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 of 1933 and will
be governed by the final adjudication of such issue.
(i)-(j) Not applicable.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Phoenix, State of Arizona, on May 31, 1996.
MANAGED CARE SOLUTIONS, INC.
By /s/ Blaine Bergeson
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Blaine Bergeson
President and Chief Executive Officer
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 date indicated.
/s/ Walter J. McNerney Chairman and Director May 31, 1996
- -----------------------------
Walter J. McNerney
/s/ Blaine Bergeson President, Chief May 31, 1996
- ----------------------------- Executive Officer
Blaine Bergeson and Director
/s/ James A. Burns Vice Chairman May 31, 1996
- ----------------------------- and Director
James A. Burns
/s/ Risa Lavizzo-Mourey Director May 31, 1996
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Risa Lavizzo-Mourey
/s/ Richard C. Jelinek Director May 31, 1996
- -----------------------------
Richard C. Jelinek
/s/ John Lingenfelter, M.D. Director May 31, 1996
- -----------------------------
John Lingenfelter, M.D.
/s/ Henry Kaldenbaugh, M.D. Director May 31, 1996
- -----------------------------
Henry Kaldenbaugh, M.D.
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/s/ William G. Brown Secretary and Director May 31, 1996
- -----------------------------
William G. Brown
/s/ Michael J. Kennedy Chief Financial May 31, 1996
- ----------------------------- Officer (Principal
Michael J. Kennedy Financial and
Accounting Officer)
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Index to Exhibits
The following are filed as part of this registration statement.
Exhibit Page Number
Number Description of Document or Reference
- ------- ----------------------- ------------
4(a)(1) Certificate of Incorporation of the
Registrant, as amended (incorporated
by reference to Exhibit 3(a) to
Registrant's registration statement
on Form S-1 (No. 33-41253) filed
under the Securities Act of 1933).
4(a)(2) Certificate of Amendment of
Certificate of Incorporation of the
Registrant (incorporated by
reference to Exhibit 4(a)(2) to
Registrant's registration statement
on Form S-8 (No. 33-92042).
4(a)(3) Certificate of Amendment of 10
Certificate of Incorporation of the
Registrant (revising capital stock
provisions and changing name).
4(a)(4) Certificate of Amendment of 14
Certificate of Incorporation of the
Registrant (changing the
Registrant's name to Managed Care
Solutions, Inc.).
4(a)(5) Conformed copy of Certificate of 15
Incorporation of the Registrant, as
amended.
4(b)(1) By-laws of the Registrant
(incorporated by reference to
Exhibit 3(b) to Registrant's
registration statement on Form S-1
(No. 33-41253) filed under the
Securities Act of 1933).
4(b)(2) Amendments to Bylaws of the 21
Registrant.
4(b)(3) Conformed copy of Bylaws of the 22
Registrant, as amended.
5 Opinion of Bell, Boyd & Lloyd. 32
15 None.
23(a) Consent of Price Waterhouse LLP
with respect to Managed Care Solutions,
Inc. 34
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Exhibit Page Number
Number Description of Document or Reference
- ------- ----------------------- ------------
23(b)(1) Consent of Miller, Wagner & Company, 35
Ltd. with respect to Managed Care
Solutions of Arizona, Inc.
23(b)(2) Consent of Miller, Wagner & Company, 36
Ltd. with respect to Ventana Health
Systems, Inc.
23(b)(3) Consent of Miller, Wagner & Company, 37
Ltd. with respect to Arizona Health
Concepts, Inc.
23(c)(1) Consent of KPMG Peat Marwick LLP 38
with respect to Ventana Health
Systems, Inc.
23(c)(2) Consent of KPMG Peat Marwick LLP 39
with respect to Arizona Health
Concepts, Inc.
23(d) Consent of Bell, Boyd & Lloyd
(included in Ex. 5).
24 None.
28 Not applicable.
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