<PAGE>
As filed with the Securities and Exchange Commission on July 10, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
1985 INCENTIVE STOCK OPTION PLAN
1994 INCENTIVE STOCK OPTION PLAN
1995 DIRECTOR STOCK OPTION PLAN
1995 EMPLOYEE STOCK PURCHASE PLAN
1995 STOCK OPTION PLAN
NONSTATUTORY STOCK OPTIONS
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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)
Copies to:
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ROBERT W. BAKER, JR. PETER B. TARR
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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED (#) SHARE ($)(1) PRICE ($)(1) FEE ($)
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<S> <C> <C> <C> <C>
1995 DIRECTOR
STOCK OPTION PLAN
Common Stock
(Par Value $.01) 50,000 shares $33.578 $ 1,678,900.00 $ 508.75
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1995 EMPLOYEE
STOCK PURCHASE PLAN
Common Stock
(Par Value $.01) 900,000 shares 33.578 30,220,200.00 9,157.64
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1995
STOCK OPTION PLAN
Common Stock
(Par Value $.01) 3,030,000 shares 33.578 101,741,340.00
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TOTAL 3,980,000 shares 33.578 $133,640,440.00 $40,497.10
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</TABLE>
(1) Price estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933,
and based on the average of the high and low prices of the Registrant's
Common Stock on July 9, 1997, as quoted on the Nasdaq National Market.
<PAGE>
STATEMENT OF INCORPORATION BY REFERENCE
This Registration Statement on Form S-8 incorporates by reference the
contents of Registration Statement on Form S-8 (File No. 333-1502) filed by
the Registrant on February 20, 1996, relating to the Registrant's 1985
Incentive Stock Option Plan, 1994 Incentive Stock Option Plan, 1995 Director
Stock Option Plan, 1995 Employee Stock Purchase Plan, 1995 Stock Option Plan
and Nonstatutory Stock Options.
<PAGE>
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 South Burlington, State of Vermont, on July 10, 1997.
IDX SYSTEMS CORPORATION
By: /s/ Richard E. Tarrant
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Richard E. Tarrant
President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of IDX Systems Corporation, hereby
severally constitute and appoint Richard E. Tarrant, John A. Kane, Robert W.
Baker, Jr., Esq. and Peter B. Tarr, Esq., and each of them singly, our true and
lawful attorneys with full power to them, to sign for us and in our names, in
the capacities indicated below, the Registration Statement filed herewith, and
any and all amendments to said Registration Statement and generally to do all
such things in our names and behalf in our capacities as officers and directors
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 our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
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 Title Date
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/s/ Richard E. Tarrant President, Chief Executive July 10, 1997
- --------------------------- Officer and Director
Richard E. Tarrant (Principal Executive
Officer)
/s/ John A. Kane Vice President, Finance and July 10, 1997
- --------------------------- Administration, Chief Financial
John A. Kane Officer and Treasurer (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Robert H. Hoehl Director July 10, 1997
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Robert H. Hoehl
/s/ Paul L. Egerman Director July 10, 1997
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Paul L. Egerman
/s/ Henry M. Tufo, M.D. Director July 10, 1997
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Henry M. Tufo, M.D.
/s/ Stuart H. Altman, Ph.D. Director July 10, 1997
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Stuart H. Altman, Ph.D.
/s/ Steven M. Lash Director July 10, 1997
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Steven M. Lash
/s/ Frank T. Sample Director July 10, 1997
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Frank T. Sample
II-1
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/s/ Malcolm A. Gleser Director July 10, 1997
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Malcolm A. Gleser,
M.D., Ph.D.
II-2
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INDEX TO EXHIBITS
Exhibit
Number Exhibit Page
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*4.1 Second Amended and Restated Articles of
Incorporation of the Registrant
*4.2 Second Amended and Restated By-Laws
of the Registrant
*4.3 Specimen Certificate of Common Stock
of the Registrant
5.1 Opinion of Robert W. Baker, Jr., Esq.,
General Counsel to the Registrant
23.1 Consent of Robert W. Baker, Jr., Esq.
(included in Exhibit 5.1)
23.2 Consent of Ernst & Young LLP
24.1 Power of Attorney (included on the
signature page of this Registration
Statement)
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* Previously filed with the Commission as an Exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 33-97104) which was
originally filed with the Commission September 19, 1995 and is
incorporated herein by reference.
II-3
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Exhibit 5.1
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[Letterhead of IDX Systems Corporation]
July , 1997
IDX Systems Corporation
1400 Shelburne Road
P.O. Box 1070
South Burlington, VT 05403
Attention: Jack A. Kane, Chief Financial Officer
Dear Mr. Kane:
I have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement"), to be filed with the Securities and Exchange
Commission, relating to an aggregate of 3,980,000 shares of Common Stock, $.01
par value per share (the "Shares"), of IDX Systems Corporation (the "Company"),
issuable under the Company's 1995 Director Stock Option Plan, 1995 Employee
Stock Purchase Plan and 1995 Stock Option Plan (the "Plans").
I have examined the Second Amended and Restated Articles of Incorporation
and the Second Amended and Restated By-Laws of the Company and all amendments
thereto, the Registration Statement and originals, or copies certified to my
satisfaction, of such records of meetings, written actions in lieu of meetings,
or resolutions adopted at meetings, of the directors and stockholders of the
Company, and such other documents and instruments as in my judgment are
necessary or appropriate to enable me to render the opinions expressed below.
In examination of the foregoing documents, I have assumed the genuineness
of all signatures and the authenticity of all documents submitted to me as
originals, the conformity to original documents of all documents submitted to me
as certified or photostatic copies, and the authenticity of the originals of
such latter documents.
Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly and validly authorized for issuance and, when issued
against payment therefor in accordance with the terms of the Plans, will be duly
issued, fully paid and non-assessable.
I advise you that I am a member of the Bar of Vermont and that,
accordingly, I express no opinion on the laws of any jurisdiction other than
Vermont.
I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
/s/Robert W. Baker, Jr.
Robert W. Baker, Jr.
Vice President and General Counsel
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Exhibit 23.2
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1985 Incentive Stock Option Plan, the 1994
Incentive Stock Option Plan, the 1995 Director Stock Option Plan, the 1995
Employee Stock Purchase Plan, the 1995 Stock Option Plan and Non-statutory
Stock options granted to directors and officers of IDX Systems Corporation of
our report dated February 5, 1997, with respect to the consolidated financial
statements of IDX Systems Corporation included in its Annual Report (Form 10-K)
for the year ended December 31, 1996.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Boston, Massachusetts
July 7, 1997
