As filed with the Securities and Exchange Commission on November 8, 1999
Registration No. 333-31045
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
POST-EFFECTIVE AMENDMENT No. 2
TO
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
IDX SYSTEMS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Vermont 03-0222230
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification Number)
1400 Shelburne Road, P.O. Box 1070, South Burlington, Vermont 05403
(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
(Full Title of the Plans)
Richard E. Tarrant
Chief Executive Officer
IDX Systems Corporation
1400 Shelburne Road, P.O. Box 1070
South Burlington, Vermont 05403
(Name and Address of Agent for Service)
(802) 862-1022
(Telephone Number, Including Area Code, of Agent for Service)
Copies to:
Robert W. Baker, Jr. Virginia K. Kapner, Esq.
IDX Systems Corporation Hale and Dorr LLP
1400 Shelburne Road, P.O. Box 1070 60 State Street
South Burlington, Vermont 05403 Boston, Massachusetts 02109
(802) 862-1022 (617) 526-6000
<PAGE>
EXPLANATORY NOTE
Pursuant to a Registration Statement on Form S-8, as amended, (File No.
333-31045) (the "Registration Statement"), IDX Systems Corporation (the
"Registrant") registered plan interests under the PHAMIS Plan (as defined below)
(the "Plan Interests") and shares of its common stock, $.01 par value per share
(the "Registrant Common Stock"), under the Securities Act of 1933, as amended,
for offer and issuance pursuant to the Registrant's (i) PHAMIS, Inc. Amended and
Restated 1983 Combined Nonqualified and Incentive Stock Option Plan, (ii)
PHAMIS, Inc. 1993 Combined Incentive and Nonqualified Stock Option Plan as
amended through May 14, 1996, (iii) PHAMIS, Inc. 1994 Nonemployee Director Stock
Option Plan as amended through January 1, 1996, (iv) PHAMIS, Inc. Salary Savings
and Deferral Plan and Trust as amended through February 22, 1996 (the "PHAMIS
Plan"), and (v) PHAMIS, Inc. Stock Option Agreement dated August 20, 1990 with
Michael Cain.
On December 31, 1998, the PHAMIS Plan was merged into the IDX Systems
Corporation Retirement Plan resulting in the elimination of the contributory
feature of the PHAMIS Plan, and accordingly, as of such date, the offering of
shares of Registrant Common Stock and Plan Interests under the PHAMIS Plan was
terminated. Therefore, pursuant to the Registrant's undertaking contained in the
Registration Statement, this Post-Effective Amendment No. 2 to Registration
Statement is being filed for the purpose of deregistering all Plan Interests and
shares of Registrant Common Stock which remain unsold under the PHAMIS Plan at
the termination of the offering.
<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. 2 to Registration Statement on Form S-8 to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of South Burlington,
State of Vermont on November 8, 1999.
IDX SYSTEMS CORPORATION
By: /s/ Richard E. Tarrant
----------------------------------
Richard E. Tarrant
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment No. 2 to Registration Statement on Form S-8 has been signed by the
following persons in the capacities and on the dates indicated.
Signature Title (Capacity) Date
/s/ Richard E. Tarrant Chief Executive Officer and November 8, 1999
- ----------------------- Director (Principal Executive
Richard E. Tarrant Officer)
/s/ * Vice President, Finance and November 8, 1999
- ----------------------- Administration, Chief Financial
John A. Kane Officer and Treasurer (Principal
Financial and Accounting Officer)
/s/ * Director November 8, 1999
- -----------------------
Robert H. Hoehl
/s/ * Director November 8, 1999
- -----------------------
Stuart H. Altman, Ph.D.
/s/ * Director November 8, 1999
- -----------------------
Mark F. Wheeler
<PAGE>
/s/ * Director November 8, 1999
- -----------------------
Steven M. Lash
/s/ * Director November 8, 1999
- -----------------------
Frank T. Sample
/s/ * Director November 8, 1999
- -----------------------
Henry M. Tufo, M.D.
/s/ * Director November 8, 1999
- -----------------------
Allen Martin
/s/ * Director November 8, 1999
- -----------------------
Peter W. Van Etten
*By:/s/ Richard E. Tarrant
-------------------------------
Richard E. Tarrant
Attorney-in-fact
IDX Systems Corporation Retirement Plan. I, the undersigned Plan
Administrator of the IDX Systems Corporation Retirement Plan, hereby constitute
and appoint Richard E. Tarrant, Robert W. Baker, Jr. and Virginia Kingsley
Kapner, 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. 2 to Registration Statement filed herewith and any and all
amendments to said Registration Statement, and generally to do all such things
in my name and behalf in my capacity as Plan Administrator to enable IDX Systems
Corporation to comply with the Securities Act of 1933, as amended, and all
requirements of signature as it may be signed by my said attorneys, or any of
them to said Amendment No. 2 to Registration Statement and any and all
amendments to the Registration Statement.
Pursuant to the requirements of the Securities Act of 1933, the Plan
Administrator has duly caused this Amendment No. 2 to Registration Statement on
Form S-8 to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of South Burlington, State of Vermont, on November 8,
1999.
IDX SYSTEMS CORPORATION
RETIREMENT PLAN
By:/s/ John A. Kane
---------------------------------
John A. Kane, Plan Administrator
