AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1998
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.)
310 INTERLOCKEN PARKWAY, SUITE A
BROOMFIELD, CO 80021
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1998 STOCK PLAN
(FULL TITLE OF THE PLAN)
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JOSEPH P. TALLMAN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
ACCESS HEALTH, INC.
310 INTERLOCKEN PARKWAY, SUITE A
BROOMFIELD, CO 80021
(303) 466-9500
(NAME, ADDRESS, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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COPY TO:
TREVOR J. CHAPLICK, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304
(650) 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(1) PRICE(1) FEE
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Common Stock
$.001 par value... 900,000 shares $25.063 $22,556,700.00 $6,655
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(1) Estimated pursuant to Rule 457 solely for the purpose of calculating the
registration fee on the basis, as to 900,000 shares, of 100% of the average
of the high and low prices reported in the NASDAQ National Market System on
June 12, 1998.
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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
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 Annual Report on Form 10-K/A for the fiscal year ended
September 30, 1997, as amended on June 8, 1998, filed pursuant to Section 13 of
the Securities and Exchange Act of 1934 (the "Exchange Act").
(2) The Company's quarterly report on Form 10-Q/A for the quarter ended
December 31, 1997, as amended on June 8, 1998, filed pursuant to Section 13 of
the Exchange Act.
(3) The Company's quarterly report on Form 10-Q/A for the quarter ended
March 31, 1998, as amended on June 8, 1998, filed pursuant to Section 13 of the
Exchange Act.
(4) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed on December 24, 1991.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 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.
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
II-1
Section 145 of the Delaware General Corporation Law authorizes a court to
award, or a corporation's Board of Directors to grant, indemnity to directors
and officers in terms sufficiently broad to permit such indemnification under
certain circumstances for liabilities (including reimbursement for expenses
incurred) arising under the Securities Act of 1933, as amended (the "Securities
Act"). Further, in accordance with the Delaware General Corporation Law, the
Company's Certificate of Incorporation eliminates the liability of a director of
the Company to the Company and its stockholders for monetary damages for
breaches of such director's fiduciary duty of care in certain instances.
Article VI of the Bylaws of the Company provides for indemnification of certain
agents to the maximum extent permitted by the Delaware General Corporation Law.
Persons covered by this indemnification provision include any current or former
directors, officers, employees and other agents of the Company, as well as
persons who serve at the request of the Company as directors, officers,
employees or agents of another enterprise.
In addition, the Company has entered into contractual agreements with
certain directors and officers of the Company designated by the Board to
indemnify such individuals to the full extent permitted by law. These
agreements also resolve certain procedural and substantive matters that are not
covered, or are covered in less detail, in the Bylaws or by the Delaware General
Corporation 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.
Not applicable.
Item 8. EXHIBITS.
Exhibit
Number Description
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4.1 1998 Stock Plan.
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 Arthur Andersen & Co., Independent Auditors.
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23.3 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-5).
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 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.
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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 Broomfield, State of Colorado, on June 19, 1998.
ACCESS HEALTH, INC.
By: /s/ JOSEPH P. TALLMAN
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Joseph P. Tallman
President and Chief Executive Officer
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POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph P. Tallman and Timothy H. Connor
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/ JOSEPH P. TALLMAN President, Chief Executive Officer June 19, 1998
------------------------ (Principal Executive Officer) and
Joseph P. Tallman Director
/s/ TIMOTHY H. CONNOR Senior Vice President and Chief June 19, 1998
------------------------ Financial Officer (Principal
Timothy H. Connor Financial and Accounting Officer)
/s/ JOHN R. DURANT, M.D. Director June 19, 1998
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John R. Durant, M.D.
/s/ RICHARD C. MILLER Director June 19, 1998
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Richard C. Miller
/s/ KINNEY L. JOHNSON Director June 19, 1998
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Kinney L. Johnson
/s/ FRANK G. WASHINGTON Director June 19, 1998
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Frank G. Washington
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INDEX TO EXHIBITS
Exhibit No. Description
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4.1 1998 Stock Plan.
5.1 Opinion of Counsel as to legality of securities being
registered.
23.1 Consent of Counsel (contained in Exhibit 5.1 hereto).
23.2 Consent of Arthur Andersen & Co., Independent
Auditors.
23.3 Consent of Ernst & Young LLP, Independent Auditors.
24.1 Power of Attorney (see page II-5 of the Registration
Statement).