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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 17, 1996.
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
HEALTHDYNE INFORMATION ENTERPRISES, INC.
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(Exact name of registrant as specified in its charter)
GEORGIA 58-2112366
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 PARKWAY PLACE, SUITE 1100, MARIETTA, GEORGIA 30067
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(Address of principal executive offices) (Zip Code)
HEALTHDYNE INFORMATION ENTERPRISES, INC.
RESTATED STOCK OPTION PLAN TWO
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(Full title of the plan)
JOSEPH G. BLESER
VICE PRESIDENT-FINANCE
HEALTHDYNE INFORMATION ENTERPRISES, INC.
1850 PARKWAY PLACE, SUITE 1100
MARIETTA, GEORGIA 30067
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(Name and address of agent for service)
(770) 423-8450
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(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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============================================================================================================================
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED(1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION FEE
SHARE(2) PRICE(2)
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<S> <C> <C> <C> <C>
Common Stock, par value $.01
per share (together with 930,000 shares $5.125 $4,766,250 $1,644
associated preferred stock
purchase rights)
============================================================================================================================
</TABLE>
(1) This registration statement also covers an indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions as
provided in the Healthdyne Information Enterprises, Inc. Restated Stock Option
Plan Two.
(2) Estimated solely for the purpose of calculating the
registration fee pursuant to Rule 457 under the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices of the Common
Stock on July 15, 1996 as reported on the Nasdaq SmallCap Market.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Healthdyne Information Enterprises, Inc. (the "Registrant") hereby
incorporates by reference into this registration statement the
following documents:
(a) The Registrants's Annual Report on Form 10-K for the fiscal
year ended December 31, 1995;
(b) All other reports filed by the Registrant pursuant to Sections
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"1934 Act"), since the end of the fiscal year covered by the annual
report referred to in (a) above; and
(c) The description of the Registrant's Common Stock, par value
$.01 per share, and the description of the Preferred Stock Purchase
Rights associated with the Common Stock, as contained in the
Registrant's Registration Statements on Form 8-A filed pursuant to
Section 12(g) of the 1934 Act, including in each case any amendments
or reports filed for the purpose of updating such descriptions.
All documents filed subsequent to the date of this registration
statement by the undersigned Registrant pursuant to Sections 13(a), 13(c), 14
and 15(d) of the 1934 Act prior to the filing of a post-effective amendment
hereto which indicates that all shares of Common Stock offered hereby have been
sold or which deregisters any shares of such Common Stock then remaining
unsold, shall also be deemed to be incorporated by reference in this
registration statement and to be a part hereof from their respective dates of
filing. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein 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 that also is or
is deemed to be incorporated by reference herein, modifies or supersedes such
statement. Any statement contained in this registration statement shall be
deemed to be modified or superseded to the extent that a statement contained in
a subsequently filed document which is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any 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.
The legality of the shares offered hereby is being passed upon for the
Registrant by Troutman Sanders LLP, Atlanta, Georgia. Carl E. Sanders, a
partner at Troutman
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Sanders LLP, is a director of the Registrant and the beneficial owner of 92,500
shares of the Common Stock of the Registrant as of May 31, 1996.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Georgia Business Corporation Code, the Registrant has broad
powers to indemnify its directors and officers against liabilities they may
incur in such capacities, including liabilities under the Securities Act. The
Registrant's By-Laws provide that the Registrant will indemnify its directors
and officers to the fullest extent permitted by law.
In addition, the Registrant's Articles of Incorporation, as amended,
provide that, pursuant to Georgia law, its directors shall not be liable for
monetary damages for breach of the directors' fiduciary duty of care to the
Registrant and its shareholders. This provision in the Articles of
Incorporation does not eliminate the duty of care, and in appropriate
circumstances equitable remedies such as injunctive or other forms of
non-monetary relief will remain available under Georgia law. In addition, each
director will continue to be subject to liability for breach of the director's
duty of loyalty to the Registrant for appropriations of business opportunities
of the Registrant, acts or omissions involving international misconduct or a
knowing violation of law, actions leading to improper personal benefit to the
director, and payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Georgia law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
At present, there is no pending litigation or proceeding involving a
director or officer of the Registrant as to which indemnification is being
sought nor is the Registrant aware of any threatened litigation that may result
in claims for indemnification by any officer or director.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following Exhibits are filed as part of this registration
statement, including those incorporated by reference to previous filings as
indicated:
4(a) Rights Agreement dated October 23, 1995 between the Registrant
and Suntrust Bank (filed as Exhibit 4 to Amendment No. 1 to
the Registrant's Form S-1 (Registration No. 33-96478) (the
"Form S-1"), and incorporated herein by reference)
4(b) Articles of Incorporation of the Registrant (filed as Exhibit
4(b) to the Registrant's registration statement on Form S-8
filed on July 17, 1996 with respect to the Registrant's Stock
Option Plan I, and incorporated herein by reference)
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4(c) Articles of Amendment dated August 30, 1995 to Articles of
Incorporation (filed as Exhibit 4(c) to the Registrant's
registration statement on Form S-8 filed on July 17, 1996 with
respect to the Registrant's Stock Option Plan I, and
incorporated herein by reference)
4(d) Articles of Amendment dated October 31, 1995 to Articles of
Incorporation (filed as Exhibit 4(d) to the Registrant's
registration statement on Form S-8 filed on July 17, 1996 with
respect to the Registrant's Stock Option Plan I, and
incorporated herein by reference)
4(e) By-Laws of the Registrant (filed as Exhibit 3.2 to Amendment
No. 1 to the Form S-1 and incorporated herein by reference)
5 Opinion of Troutman Sanders LLP
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Troutman Sanders LLP (contained in opinion filed in
Exhibit 5)
ITEM 9. UNDERTAKINGS.
(a) Rule 415 offerings. 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 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. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered
(if the total dollar value of securities offered
would not exceed that which was registered) and any
deviation from the low or high and of the estimated
maximum offering range may be reflected in the form
of prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective 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;
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Provided, however, that paragraphs (a)(1)(i) and (a)(1)(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 by the Registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the 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) Filings incorporating subsequent Exchange Act documents by
reference. 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
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) Filing of registration statement on Form S-8. 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 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 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 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 Marietta, State of Georgia, on July 17, 1996.
HEALTHDYNE INFORMATION ENTERPRISES, INC.
By: /s/ Joseph G. Bleser
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Joseph G. Bleser
Vice President-Finance
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph G. Bleser his true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments to this registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith with the
Securities and Exchange Commission, granting unto said attorney-in-fact and
agent full power and authority to do and to perform each and every act and
thing requisite and necessary to be done in and about the premises, as fully
and to all intents and purposes as he might or would do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent, or his
substitutes may lawfully 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 by the following persons in the
capacities indicated below and as of the date indicated above:
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Signature Title
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<S> <C>
/s/ Parker H. Petit Chairman of the Board of Directors
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Parker H. Petit
/s/ H. Darrell Young Director, President and Chief Executive
- ------------------------------------ Officer (Principal Executive Officer)
H. Darrell Young
</TABLE>
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<TABLE>
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Signature Title
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<S> <C>
/s/ Joseph G. Bleser Vice President-Finance, Chief Financial
- ------------------------------------ Officer, Treasurer and Secretary
Joseph G. Bleser (Principal Financial Officer; Principal
Accounting Officer)
/s/ J. Terry Dewberry Director
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J. Terry Dewberry
/s/ William J. Gresham, Jr. Director
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William J. Gresham, Jr.
Director
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Charles R. Hatcher, Jr.
/s/ John W. Lawless Director
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John W. Lawless
/s/ Carl E. Sanders Director
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Carl E. Sanders
/s/ Donald W. Weber Director
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Donald W. Weber
</TABLE>
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EXHIBIT INDEX
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PAGE NO. IN MANUALLY
EXHIBIT NO. DESCRIPTION SIGNED ORIGINAL
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<S> <C> <C>
4(a) Rights Agreement dated October 23, 1995 between the
Registrant and Suntrust Bank (filed as Exhibit 4 to
Amendment No. 1 to the Registrant's Form S-1
(Registration No. 33-96478) (the "Form S-1"), and
incorporated herein by reference)
4(b) Articles of Incorporation of the Registrant (filed as
Exhibit 4(b) to the Registrant's registration statement
on Form S-8 filed on July 17, 1996 with respect to the
Registrant's Stock Option Plan I, and incorporated
herein by reference)
4(c) Articles of Amendment dated August 30, 1995 to Articles
of Incorporation (filed as Exhibit 4(c) to the
Registrant's registration statement on Form S-8 filed
on July 17, 1996 with respect to the Registrant's Stock
Option Plan I, and incorporated herein by reference)
4(d) Articles of Amendment dated October 31, 1995 to
Articles of Incorporation (filed as Exhibit 4(d) to
the Registrant's registration statement on Form S-8
filed on July 17, 1996 with respect to the Registrant's
Stock Option Plan I, and incorporated herein by reference)
4(e) By-Laws of the Registrant (filed as Exhibit 3.2 to
Amendment No. 1 to the Form S-1 and incorporated herein
by reference)
5 Opinion of Troutman Sanders LLP
23(a) Consent of KPMG Peat Marwick LLP
23(b) Consent of Troutman Sanders LLP (contained in opinion
filed in Exhibit 5)
</TABLE>
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EXHIBIT 5
TROUTMAN SANDERS LLP
600 Peachtree Street, N.E.
Suite 5200, NationsBank Plaza
Atlanta, Georgia 30308-2216
(404)885-3000
July 17, 1996
Healthdyne Information Enterprises, Inc.
1850 Parkway Place
Suite 1100
Marietta, Georgia 30067
Gentlemen:
We have examined a copy of the registration statement on Form S-8
proposed to be filed by Healthdyne Information Enterprises, Inc. (the
"Company"), with the Securities and Exchange Commission (the "Commission"),
relating to the registration pursuant to the provisions of the Securities Act
of 1933, as amended (the "Act"), of 930,000 shares (the "Shares") of the
Company's Common Stock, par value $.01 per share, together with associated
preferred stock purchase rights (the "Common Stock"), reserved for issuance in
connection with options to be granted under the Company's Restated Stock Option
Plan Two (the "Plan"). In rendering this opinion, we have reviewed such
documents and made such investigations as we deemed appropriate.
We are of the opinion that, subject to compliance with the pertinent
provisions of the Act and to compliance with such securities or "Blue Sky" laws
of any jurisdiction as may be applicable, when certificates evidencing the
Shares have been duly executed, countersigned, registered, issued and delivered
in accordance with the terms of the Plan and the respective stock option
agreements entered into, under and in accordance with the Plan, the Shares will
be duly and validly issued and outstanding, fully paid and non-assessable
shares of Common Stock of the Company.
We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia and the Federal law of the United
States of America.
We hereby consent to the filing of this opinion or copies thereof as
an exhibit to the registration statement referred to above.
Very truly yours,
/s/ Troutman Sanders LLP
TROUTMAN SANDERS LLP
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EXHIBIT 23(a)
The Board of Directors
Healthdyne Information Enterprises, Inc.
We consent by incorporation by reference in the registration statement on Form
S-8 of Healthdyne Information Enterprises, Inc. of our report dated February
14, 1996, relating to the consolidated balance sheet of Healthdyne Information
Enterprises, Inc. and subsidiaries as of December 31, 1995 and 1994 and the
related consolidated statements of operations, shareholders' equity and cash
flows for the year ended December 31, 1995 and for the period from June 15,
1994 (date of incorporation) to December 31, 1994 which report appears in the
December 31, 1995, annual report on Form 10-K of Healthdyne Information
Enterprises, Inc.
KPMG PEAT MARWICK LLP
/s/ KPMG Peat Marwick LLP
Atlanta, Georgia
July 16, 1996
