As filed with the Securities and Exchange Commission on April 4, 1997
Registration No. 333-_____
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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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ACCESS HEALTH, INC.
(Exact name of Registrant as specified in its charter)
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DELAWARE 68-0163589
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(State of incorporation) (I.R.S. Employer Identification No.)
11020 White Rock Road
Rancho Cordova, California 95670
(Address, including zip code, of Registrant's principal executive offices)
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NON-QUALIFIED STOCK OPTION AGREEMENTS
(Full title of the plan)
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Thomas E. Gardner
President and Chief Executive Officer
Access Health, Inc.
11020 White Rock Road
Rancho Cordova, California 95670
(916)-851-4000
(Name, address, and telephone number, including area code, of agent for service)
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Copy to:
Barry E. Taylor, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
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Common Stock, $0.001 par value
To be issued pursuant to Non-Qualified
Stock Option Agreements................. 263,000 shares $48.23 (1) $12,684,490.00 $3,844.00
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Total................................... 263,000 shares ---------- $12,684,490.00 $3,844.00
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(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $32.25 per share with respect to 33,000 outstanding options and on
the price of $50.625 per share with respect to 230,000 outstanding options.
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ACCESS HEALTH, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
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There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Access
Health, Inc. (the "Company") with the Securities and Exchange Commission:
(1) The Company's current report on Form 8-K dated November 18,
1996 and filed with the Commission on November 26, 1996.
(2) The Company's Definitive Proxy Statement pursuant to Schedule
14A filed with the Commission on October 18, 1996.
(3) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.
(4) The Company's current report on Form 8-K/A dated November 18,
1996 and filed with the Commission on January 31, 1997.
(5) The Company's current report on Form 8-K dated February 6,
1997 and filed with the Commission on February 7, 1997.
(6) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on December 24, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and 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 in this
Registration Statement and to be part hereof from the date of filing of such
documents.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article X of the Company's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation") eliminates the liability of the
Company's directors to the Company or its stockholders, except for liabilities
related to breach of duty of loyalty, actions not in good faith and certain
other liabilities.
Section 145 of the DGCL provides for indemnification by the Company of
its directors and officers. In addition, Article VI of the Company's Bylaws
requires the Company to indemnify any current or former director of officer to
the fullest extent permitted by the DGCL. In addition, the Company has entered
into indemnity agreements with its directors and executive officers that
obligate the Company to indemnify such directors and executive officers to the
fullest extent permitted by the DGCL. The Company also maintains officers' and
directors' liability insurance, which insures against liabilities that officers
and directors of the Company may incur in such capacities.
In addition, pursuant to an Agreement and Plan of Reorganization dated
as of September 3, 1996 (the "Merger Agreement") between the Company, Informed
Access Systems, Inc. ("Informed Access") and Access Acquisition Corp., a
wholly-owned subsidiary of the Company, (a copy of which is annexed to the
Company's Proxy Statement/Prospectus dated October 19, 1996 which is a part of
the Company's Registration Statement on Form S-4 filed with the Commission
(File No. 333-13930)), the Company will cause Informed Access, a wholly-owned
subsidiary of the Company, to the fullest extent permitted under applicable
law, to indemnify each current or former officer or director of Informed
Access against and from any losses that are based on, or that arise out of,
the fact that such person is or was an officer or director of Informed Access.
In addition, the Merger Agreement provides that the Company will use
reasonable efforts to assist in the defense of any matter asserted in any
claim, action, suit, proceeding or investigation against such person where
such person is entitled to indemnification under applicable law.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Delaware General Corporation Law, the
Company's Certificate of Incorporation, the foregoing Bylaw provisions or the
Company's indemnification agreements, the Company has been informed that in the
opinion of the Securities and Exchange 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 a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Company will, unless in the opinion of its counsel the question
has already 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.
Item 7. Exemption from Registration Claimed.
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Not applicable.
II-2
Item 8. Exhibits.
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Exhibit
Number Description
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4.1 Option Agreement between the Company and Thomas E. Gardner.
4.2 Form of Option Agreement between the Company and Julie A. Brooks.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (see page II-5).
Item 9. Undertakings.
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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 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.
(2) 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.
(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 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.
C. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 undesigned, thereunto duly
authorized, in the City of Rancho Cordova, State of California, on March 12,
1997.
ACCESS HEALTH, INC.
By: /s/ Thomas E. Gardner
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Thomas E. Gardner
President and Chief Executive Officer
II-4
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. Gardner and John V. Crisan and
each of them, as his attorney-in-fact, with full power of substitution in each,
for him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.
Signature Capacity Date
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/s/ Thomas E. Gardner President, Chief Executive Officer March 12, 1997
- --------------------------------- (Principal Executive Officer)
Thomas E. Gardner and Director
/s/ John V. Crisan Senior Vice President of Finance and Chief March 12, 1997
- --------------------------------- Financial Officer
John V. Crisan (Principal Financial and Accounting Officer)
/s/ John R. Durant Director March 12, 1997
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John R. Durant, M.D.
/s/ Kinney L. Johnson Director March 12, 1997
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Kinney L. Johnson
/s/ Richard C. Miller Director March 12, 1997
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Richard C. Miller
/s/ Kenneth B. Plumlee Director March 12, 1997
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Kenneth B. Plumlee
/s/ Brent Rider Director March 12, 1997
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Brent Rider
/s/ Frank Washington Director March 12, 1997
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Frank Washington
II-5
INDEX TO EXHIBITS
Exhibit
Number Description
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4.1 Option Agreement between the Company and Thomas E. Gardner.
4.2 Form of Option Agreement between the Company and Julie A. Brooks.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen, Independent Public Accountants.
24.1 Power of Attorney (see page II-5).