AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 17, 1997
REGISTRATION STATEMENT NO. 333-
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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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DAOU SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 330284454
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Address and telephone number, including area code, of principal executive
offices)
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EXECUTIVE STOCK OPTION AGREEMENT
(Full title of the plans)
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DANIEL J. DAOU
PRESIDENT
DAOU SYSTEMS, INC.
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Name, address and telephone number, including area code, of agent for service)
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THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE IMMEDIATELY
UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION.
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER UNIT (2) PRICE (1)(2) REGISTRATION FEE
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Common Stock, $0.001 par value
per share.................... 140,300 $4.28 $600,484 $200
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(1) This Registration Statement shall also cover any additional shares of Common Stock which become issuable by reason of any stock
dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration which
results in an increase in the number of the Registrant's outstanding shares of Common Stock.
(2) Estimated solely for the purposes of calculating the registration fee in accordance with Rule 457(h). The proposed maximum
aggregate offering price is based on the aggregate price of $600,484 which the 140,300 options currently
outstanding may be exercised.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
DAOU Systems, Inc. (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "Commission"):
(i) The Registrant's Registration Statement on Form SB-2, filed with
the Commission on August 5, 1997, as amended, Registration
Statement No. 333-32873, under the Securities Act of 1933, as
amended (the "Securities Act").
(ii) The description of the Common Stock contained in the Registrant's
Form 8-A, dated January 29, 1997 and filed pursuant to Section 12
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), for registration of the Common Stock, including any
amendment or report filed for the purpose of updating such
description.
(iii) The Registrant's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997, filed with the Commission on
April 23, 1997.
(iv) The Registrant's Current Report on Form 8-K filed with the
Commission on July 9, 1997.
(v) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 1997, filed with the Commission on July 16,
1997.
(vi) The Registrant's Current Report on Form 8-K filed with the
Commission on July 18, 1997.
(vii) The Registrant's Current Report on Form 8-K filed with the
Commission on August 11, 1997.
(viii) The Registrant's Current Report on Form 8-K/A filed with the
Commission on August 13, 1997.
(ix) The Registrant's Current Report on Form 8-K filed with the
Commission on September 29, 1997.
(x) The Registrant's Current Report on Form 8-K filed with the
Commission on October 29, 1997.
(xi) The Registrant's Quarterly Report on Form 10-QSB for the quarter
ended September 30, 1997, filed with the Commission on
November 4, 1997.
All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the date
of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law permits a
corporation to indemnify its directors, officers, employees and other agents in
terms sufficiently broad to permit indemnification (including reimbursement for
expenses) under certain circumstances for liabilities arising under the
Securities Act.
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The Registrant's Certificate of Incorporation and Bylaws provide for
the indemnification of directors and officers to the fullest extent permitted by
the Delaware General Corporation Law and authorize the indemnification by the
Registrant of other officers, employees and other agents as set forth in the
Delaware General Corporation Law. The Registrant has entered into
indemnification agreements with its directors and executive officers, in
addition to the indemnification provided for in the Registrant's Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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4.1* -- Registrant's Amended and Restated Certificate of Incorporation.
4.2* -- Registrant's Bylaws.
4.3* -- Specimen Stock Certificate.
5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Ernst & Young LLP, independent auditors.
23.2 -- Consent of Baker & McKenzie -- Included in Exhibit 5.1.
24.1 -- Power of Attorney -- Reference is made to page II-4 of this
Registration Statement.
99.1 -- Executive Stock Option Agreement, dated November 11, 1996.
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* Incorporated by reference from the Registrant's Form SB-2 Registration
Statement. No. 333-18155, filed with the Commission on December 18, 1996,
as amended.
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,
(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,
and (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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provided, however, (x) that clauses (1)(i) and (1)(ii) shall 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 Registrant pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference into this 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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold upon the
termination of the Registrant's 1996 Stock Option Plan.
B. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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 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.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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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 San Diego, State of California, on this 17th day of
November, 1997.
DAOU SYSTEMS, INC.
By: /s/ DANIEL J. DAOU
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Daniel J. Daou
President
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Georges J. Daou, Daniel J. Daou
and Fred C. McGee, as his attorney-in-fact, each with full power of
substitution, for him or her in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same, with exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming his or her signature as it
may be signed by said attorney-in-fact to any and all amendments to this
Registration Statement.
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 17, 1997.
SIGNATURE TITLE
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/s/ GEORGES J. DAOU Chief Executive Officer and
- ------------------------------------------ Chairman of the Board (Principal
Georges J. Daou Executive Officer)
/s/ DANIEL J. DAOU President and Director
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Daniel J. Daou
/s/ FRED C. McGEE Senior Vice President, Chief
- ------------------------------------------ Financial Officer and Secretary
Fred C. McGee (Principal Financial and Accounting
Officer)
/s/ DAVID W. JAHNS Director
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David W. Jahns
/s/ BERNARD F. McDONAGH Director
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Bernard F. McDonagh
/s/ JOHN H. MORAGNE Director
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John H. Moragne
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EXHIBIT INDEX
4.1* -- Registrant's Amended and Restated Certificate of Incorporation.
4.2* -- Registrant's Bylaws.
4.3* -- Specimen Stock Certificate.
5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Ernst & Young LLP, independent auditors.
23.2 -- Consent of Baker & McKenzie -- Included in Exhibit 5.1.
24.1 -- Power of Attorney -- Reference is made to page II-4 of this
Registration Statement.
99.1 -- Executive Stock Option Agreement, dated November 11, 1996.
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* Incorporated by reference from the Registrant's Form SB-2 Registration
Statement. No. 333-18155, filed with the Commission on December 18, 1996,
as amended.