AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 25, 1997
REGISTRATION NO. 333-31045
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
IDX SYSTEMS CORPORATION
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(Exact name of registrant as specified in its charter)
VERMONT 03-0222230
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1400 SHELBURNE ROAD, P.O. BOX 1070, SOUTH BURLINGTON, VERMONT 05403
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(Address of principal executive offices) (Zip code)
PHAMIS, INC. AMENDED AND RESTATED 1983 COMBINED NONQUALIFIED AND INCENTIVE
STOCK OPTION PLAN
PHAMIS, INC. 1993 COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
AS AMENDED THROUGH MAY 14, 1996
PHAMIS, INC. 1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
AS AMENDED THROUGH JANUARY 1, 1996
PHAMIS, INC. SALARY SAVINGS AND DEFERRAL PLAN AND TRUST
AS AMENDED THROUGH FEBRUARY 22, 1996
PHAMIS, INC. CAIN OPTION AGREEMENT
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(Full title of the plans)
RICHARD E. TARRANT
PRESIDENT AND CHIEF EXECUTIVE OFFICER
IDX SYSTEMS CORPORATION
1400 SHELBURNE ROAD, P.O. BOX 1070, SOUTH BURLINGTON, VERMONT 05403
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(Name and address of agent for service)
(802) 862-1022
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(Telephone number, including area code, of agent for service)
Copy to:
ROBERT W. BAKER, JR., ESQ. PETER B. TARR, ESQ.
IDX SYSTEMS CORPORATION HALE AND DORR LLP
1400 SHELBURNE ROAD 60 STATE STREET
P.O. BOX 1070 BOSTON, MASSACHUSETTS 02109
SOUTH BURLINGTON, VT 05403 (617) 526-6000
(802) 862-1022
<PAGE>
EXPLANATORY NOTE
This Amendment No. 1 to Registration Statement on Form S-8 of IDX
Systems Corporation (File No. 333-31045) (the "Registration Statement") is being
filed, in accordance with the requirements of the Securities Act of 1933, as
amended, to add the signature of the trustee of the Salary Savings and Deferral
Plan and Trust. This signature was unintentionally omitted from the original
EDGAR filing of the Registration Statement.
<PAGE>
SIGNATURES
THE REGISTRANT. 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
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of South Burlington, State
of Vermont, on August 25, 1997.
IDX SYSTEMS CORPORATION
By: /s/ Richard E. Tarrant
--------------------
Richard E. Tarrant
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No.1 to Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title (Capacity) Date
<S> <C> <C>
/s/ Richard E. Tarrant President, Chief Executive August 25, 1997
- ----------------------------- Officer and Director
Richard E. Tarrant (Principal Executive Officer)
/s/ * Vice President, Finance and August 25, 1997
- ----------------------------- Administration, Chief Financial
John A. Kane Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ * Director August 25, 1997
- -----------------------------
Robert H. Hoehl
/s/ * Director August 25, 1997
- -----------------------------
Paul L. Egerman
/s/ * Director August 25, 1997
- -----------------------------
Henry M. Tufo, M.D.
/s/ * Director August 25, 1997
- -----------------------------
Stuart H. Altman, Ph.D.
/s/ * Director August 25, 1997
- -----------------------------
Steven M. Lash
/s/ * Director August 25, 1997
- -----------------------------
Frank T. Sample
/s/ * Director August 25, 1997
- -----------------------------
Malcolm A. Gleser, M.D., Ph.D.
</TABLE>
* By: /s/ Richard E. Tarrant
------------------------
Richard E. Tarrant
Attorney-in-Fact
<PAGE>
THE SALARY SAVINGS AND DEFERRAL PLAN AND TRUST. I, the undersigned
trustee of the Salary Savings and Deferral Plan and Trust, hereby constitute and
appoint Richard E. Tarrant, John A. Kane, Robert W. Baker, Jr., Esq. and Peter
B. Tarr, Esq., and each of them singly, my true and lawful attorneys with full
power to them, to sign for me and in my name, in the capacity indicated below,
the Amendment No. 1 to Registration Statement filed herewith, and any and all
amendments to the Registration Statement and generally to do all such things in
my name and behalf in my capacity as trustee to enable IDX Systems Corporation
to comply with the Securities Act of 1933, as amended, and all requirements of
the Securities and Exchange Commission, hereby ratifying and confirming my
signature as it may be signed by my said attorneys, or any of them, to said
Amendment No. 1 to Registration Statement and any and all amendments to the
Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the trustee
has duly caused this Amendment No. 1 to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of South
Burlington, State of Vermont, on August 25, 1997.
SALARY SAVINGS AND DEFERRAL
PLAN AND TRUST
By: /s/ Frank T. Sample
--------------------
Frank T. Sample
Trustee
