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As filed with the Securities and Exchange Commission on May 22, 2000
Registration No. *________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
HEALTHCARE.COM CORPORATION
(Exact name of registrant as specified in its charter)
Georgia 58-2112366
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1850 Parkway Place, Suite 1100, Marietta, GA 30067
(Address of principal executive offices) (Zip Code)
HEALTHCARE.COM CORPORATION
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
Joseph A. Blankenship
Senior Vice President and Chief Financial Officer
Healthcare.com Corporation
1850 Parkway Place, Suite 1100
Marietta, Georgia 30067
(Name and address of agent for service)
(770) 423-8450
(Telephone number, including area code, of agent for service)
The Commission is requested to mail signed copies of all orders,
notices and communications to:
Patricia A. Wilson, Esq.
Troutman Sanders LLP
600 Peachtree Street, N.E., Suite 5200
Atlanta, Georgia 30308-2216
(404) 885-3242
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CALCULATION OF REGISTRATION FEE
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Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price aggregate registration
to be registered registered (1) per share (2) offering price (2) fee
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<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share, 250,000 shares $3.25 $812,500 $214.50
together with
associated preferred
stock purchase rights
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended,
this Registration Statement also includes an indeterminate amount of
additional shares that may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions
pursuant to the Healthcare.com Corporation Non-Employee Director Stock
Option Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933, as amended. This
fee is calculated on the basis of the average of the high and low
prices of the Common Stock on May 17, 2000 as reported on the Nasdaq
National Market.
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* As permitted by Rule 429 under the Securities Act of 1933, as amended, the
prospectus related to this Registration Statement also covers securities
registered under Registration Statement No. 333-08283 on Form S-8.
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EXPLANATORY NOTE
This Registration Statement on Form S-8 is being filed to register
250,000 additional shares of the common stock, par value $.01 per share,
together with associated preferred stock purchase rights (the "Common Stock"),
of Healthcare.com Corporation (the "Company") that have been reserved for
issuance under the Healthcare.com Corporation Non-Employee Director Stock Option
Plan (the "Plan"). The Company has previously registered a total of 250,000
shares of the Common Stock reserved under the Plan on a Registration Statement
on Form S-8 (Registration No. 333-08283, filed on July 17, 1996) (the "Prior
Registration Statement"). Pursuant to and as permitted by General Instruction E
to Form S-8, the contents of the Prior Registration Statement are incorporated
by reference herein, and the opinions and consents listed at Item 8 below are
annexed hereto.
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
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<CAPTION>
Exhibit
Number Description
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<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in opinion
filed as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (contained on page II-3 hereof).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 Atlanta, State of Georgia, on May 18, 2000.
HEALTHCARE.COM CORPORATION
(Registrant)
By: /s/ Joseph A. Blankenship
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Name: Joseph A. Blankenship
Title: Senior Vice President, Chief Financial Officer,
Secretary and Treasurer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below hereby constitutes and appoints Robert I. Murrie and Joseph A.
Blankenship, and each of them acting individually, as his true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, and in any and all
capacities, to sign any and all amendments (including post-effective 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 and any applicable securities exchange or securities self-regulatory
body, granting unto said attorneys-in-fact and agents, and each of them acting
individually, 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 could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or any of
them acting individually, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated below and as of the date above indicated.
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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/ Robert I. Murrie Director, President and Chief Executive Officer
- -----------------------------------
Robert I. Murrie (Principal Executive Officer)
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<TABLE>
<CAPTION>
SIGNATURE TITLE
- --------- -----
<S> <C>
/s/ Joseph A. Blankenship Senior Vice President - Finance, Chief Financial
- ----------------------------------- Officer, Treasurer and Secretary
Joseph A. Blankenship
/s/ Lisa Maguire Vice President - Controller, Chief Accounting Officer,
- ----------------------------------- Assistant Treasurer and Assistant Secretary
Lisa Maguire
/s/ Joseph G. Bleser Director
- -----------------------------------
Joseph G. Bleser
/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.
/s/ Charles R. Hatcher, Jr. Director
- -----------------------------------
Charles R. Hatcher, Jr.
/s/ John W. Lawless Director
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John W. Lawless
/s/ Carl E. Sanders Director
- -----------------------------------
Carl E. Sanders
Director
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Donald W. Weber
/s/ Mark D. Shary Director
- -----------------------------------
Mark D. Shary
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EXHIBIT INDEX
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Exhibit
Number Description
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<S> <C>
5 Opinion of Troutman Sanders LLP.
23.1 Consent of Troutman Sanders LLP (contained in
opinion filed as Exhibit 5).
23.2 Consent of KPMG LLP.
24 Powers of Attorney (contained on page II-3 hereof).
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EXHIBIT 5
Troutman Sanders LLP
Bank of America Plaza
600 Peachtree Street N.E., Suite 5200
Atlanta, Georgia 30308-2216
Telephone: (404) 885-3000
Facsimile: (404) 885-3995
May 18, 2000
Healthcare.com Corporation
1850 Parkway Place
Suite 1100
Marietta, Georgia 30067
Ladies and Gentlemen:
We have examined a copy of the registration statement on Form S-8
proposed to be filed by Healthcare.com Corporation (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 250,000 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 Non-Employee Director Stock Option
Plan (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
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EXHIBIT 23.2
Independent Auditors' Consent
The Board of Directors
Healthcare.com Corporation
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
KPMG LLP
Atlanta, Georgia
May 19, 2000
