<PAGE>
As filed with the Securities and Exchange Commission on June 21, 1996
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
AMISYS Managed Care Systems, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
13-3355918
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(I.R.S. employer identification no.)
30 West Gude Drive, 5th Floor, Rockville, MD 20850
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(Address of principal executive offices) (Zip code)
AMISYS Managed Care Systems, Inc. 1994 Equity Incentive Plan
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AMISYS Managed Care Systems, Inc. Directors' Stock Option Plan
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(Full title of the plans)
Kevin R. Brown
Chairman, President and Chief Executive Officer
AMISYS Managed Care Systems, Inc.
30 West Gude Drive, 5th Floor
Rockville, Maryland 20850
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(Name and address of agent for service)
(301) 251-8600
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(Telephone number, including area code, of agent for service)
Copy to:
Michael J. Silver
Hogan & Hartson L.L.P.
111 South Calvert Street
Baltimore, Maryland 21202
(410) 659-2741
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
Title of securities Amount to be Proposed Proposed maximum Amount of
to be registered registered(1) maximum offering aggregate offering registration fee(1)
price per share(1) price(1)
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<S> <C> <C> <C> <C>
(a) 601,600 (a) $ 1.84 (a) 1,108,660 (a) 382
Common Stock, par value $.001 per share
(b) 1,351,400 (b) $23.00 (b) 31,082,200 (b) 10,718
Total Fee: $11,100
=================================================================================================================================
</TABLE>
(1) Pursuant to Rule 457(h)(1), the proposed maximum offering price
per share, proposed maximum aggregate offering price and the amount of the
registration fee are based on (a) the weighted average option exercise price of
$1.84 per share for the 601,600 Shares issuable upon exercise of currently
outstanding options and (b) the average of the bid and asked prices of $23.00
per share of AMISYS Managed Care Systems, Inc. on the NASDAQ/National Market
System on June 20, 1996 with respect to the other 1,351,400 shares otherwise
issuable under the plans listed above.
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<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I will be
sent or given to each person eligible to participate in the AMISYS Managed
Care Systems, Inc. 1994 Equity Incentive Plan ("Incentive Plan") and AMISYS
Managed Care Systems, Inc. Directors' Stock Option Plan ("Directors' Plan")
(collectively the "Plans") as specified by Rule 428(b)(1). In accordance
with the instructions to Part I of Form S-8, such documents will not be
filed with the Commission either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
AMISYS Managed Care Systems, Inc. (the "Registrant") hereby
incorporates by reference into this registration statement the following
documents:
(a) The Registrant's Annual Report on Form 10-K, as amended for the
year ended December 31, 1995;
(b) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 30, 1996; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed with the
Securities and Exchange Commission on December 11, 1995 and
registering shares of Common Stock pursuant to Section 12(g) of
the Exchange Act.
In addition, all documents filed by the Registrant subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange
Act, subsequent to the filing of this Registration Statement and prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part of hereof from the date of the filing of such
documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference shall be deemed to be modified or superseded to
the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such prior statement. The documents required to be
so modified or superseded shall not be deemed to constitute a part of this
Registration Statement, except as so modified or superseded.
To the extent that any proxy statement is incorporated by reference
herein, such incorporation shall not include any information contained in
such proxy statement which is not, pursuant to the Commission's rules,
deemed to be "filed" with the Commission or subject to the liabilities of
Section 18 of the Exchange Act.
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<PAGE>
Item 4. Description of Securities.
A description of the Registrant's Common Stock is incorporated by
reference into this Registration Statement under Item 3.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Item 14 of Part II of the Registration Statement of the Registrant on
Form S -1 (Registration No. 33-99030) is hereby incorporated by reference
into this Registration Statement.
* * *
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 Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Registrant of the 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.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit
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Number Description
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3.02 Amended and Restated Certificate of Incorporation of
AMISYS Managed Care Systems, Inc. (incorporated by
reference to Exhibit 3.02, Registration Statement on
Form S-1, Registration No. 33-99030, declared
effective on December 19, 1995)
3.04 Amended and Restated Bylaws of AMISYS Managed Care
Systems, Inc. (incorporated by reference to Exhibit
3.04, Registration Statement on Form S-1,
Registration No. 33-99030, declared effective on
December 19, 1995)
5 Opinion of Hogan & Hartson L.L.P. Regarding the
Legality of the Shares of Common Stock Being
Registered
10.02 AMISYS Managed Systems, Inc. 1994 Equity Incentive
Plan, as amended
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<PAGE>
10.13 AMISYS Managed Care Systems, Inc. Directors' Stock
Option Plan
10.14 Form of Stock Option Agreement related to the 1994
Equity Incentive Plan
10.15 Form of Stock Option Agreement related to the
Directors' Stock Option Plan
23.01 Consent of Hogan & Hartson L.L.P. (included in
Exhibit 5)
23.02 Consent of Independent Auditors
24.01 Power of Attorney
Item 9. Undertakings.
(a) 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;
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the registration statement is on Form S-3 or
Form S-8, and 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.
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<PAGE>
(b) 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 Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in this 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) The undertaking concerning indemnification is set forth under the
response to Item 6.
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<PAGE>
PROSPECTUS
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AMISYS MANAGED CARE SYSTEMS
SHARES OF COMMON STOCK, PAR VALUE $0.01 PER SHARE
----------------
OFFERED PURSUANT TO THE
AMISYS MANAGED CARE SYSTEMS, INC. 1994 EQUITY INCENTIVE PLAN AND DIRECTORS'
STOCK OPTION PLAN
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This Prospectus covers an aggregate of 1,953,000 shares (subject to
adjustment under certain circumstances) of common stock, par value $.001 per
share (the "Common Stock"), of AMISYS Managed Care Systems, a Delaware
corporation (the "Company"), issuable by the Company upon exercise of stock
options granted under the AMISYS Managed Care Systems, Inc. 1994 Equity
Incentive Plan ("Incentive Plan") and Directors' Stock Option Plan ("Directors'
Plan") (collectively the "Plans") and the resale of common stock issuable upon
exercise of such options and the resale of restricted Stock issued pursuant to
the Plans. See "General Information."
----------------
No person has been authorized to give any information or to make any
representations other than those contained herein, in connection with the offer
contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any jurisdiction to
any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction. Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication that there has
been no change in the affairs of the Company or in the Plans since the date
hereof, or that the information contained or incorporated by reference herein is
correct as of any time subsequent to its date.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION, NOR HAS THE SECURITIES AND EXCHANGE COMMISSION
OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
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The date of this Prospectus is June 21, 1996.
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<PAGE>
GENERAL INFORMATION
This document (the "Prospectus") constitutes part of a prospectus
covering securities that have been registered under the Securities Act of 1933,
as amended (the "1993 Act"). The Prospectus does not contain all of the
information set forth in the Registration Statement filed with the Securities
and Exchange Commission (the "Commission") for registration of such securities
(the "Registration Statement"), certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. The information
omitted may be obtained from the Commission's Public Reference Room upon payment
of the fees prescribed. The Company undertakes to provide without charge to each
person to whom a copy of this Prospectus is delivered, upon written or oral
request of such person, a copy of any or all documents or parts thereof
containing information incorporated by reference in Item 3 of Part II of the
Registration Statement, other than the exhibits to such documents (unless such
exhibits are specifically incorporated by reference into such documents), which
documents are incorporated by reference in this Prospectus. Such requests should
be directed to AMISYS Managed Care Systems, Inc., Attention: Julie Pulzone. The
Company's telephone number is (301) 251-8600. Additional copies of this
Prospectus also may be obtained upon request at such address or telephone
number.
This Prospectus covers the shares (the "Shares") of voting Common
Stock issuable by the Company upon exercise of options (the "Options") granted
under the Plans and the resale of Shares held by affiliates and the resale of
restricted Shares held by affiliates and non-affiliates. All Options and
Restricted Shares will be evidenced by a written agreement which will
incorporate by reference both the terms of the grant and the provisions of the
applicable Plan.
The Directors' Plan was adopted by the Board of Directors of the
Company (the "Board") on April 15, 1996 and was approved by the shareholders of
the Company on May 30, 1996. The Directors' Plan became effective on
May 30, 1996 (the "Effective Date") and will terminate on May 30, 2006. The
Incentive Plan was adopted by the Board of Directors in May 1994 and was amended
in November 1995. The stockholders of the Company approved the Incentive Plan in
November 1995.
Option holders and Shareholders who are affiliates of the Company may
sell the Shares acquired under this Prospectus only pursuant to a registration
statement and prospectus or pursuant to an available exemption from the
registration requirements of the 1933 Act. An "affiliate" is a person who,
directly or indirectly, through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Company. Persons who are
affiliates of the Company should consult both their own and the Company's
counsel if they wish to resell Shares acquired under this Prospectus.
Shareholders who acquired restricted Shares through the exercise of options or
through a restricted stock award may resell the Shares pursuant to this
Registration Statement by means of the reoffer prospectus which is included as
part of this Registration Statement. However, until such time as the Company
meets the registrant requirements of Form S-3, the amount of securities to be
reoffered or resold by means of the reoffer prospectus by any person (and any
other person with whom he or she is acting in concert for the purpose of selling
securities of the Company, may not exceed, during any three month period, the
amount specified in Rule 144(E) of the Securities Act of 1933. Optionholders who
are not affiliates of the Company may sell Shares acquired under this Prospectus
without regard to these restrictions.
In addition, Optionholders or Shareholders who are officers or
directors of the Company or beneficial owners of more than five percent of the
Common Stock are advised to consult their counsel as to the applicability of
Sections 13(d) and 16 of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), to their transactions under the Plans. Section 13(d) requires
beneficial owners of more than five percent of the Common Stock to file certain
reports with the Commission. Section 16 requires officers, directors, and
beneficial owners of more than ten percent
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of the Common Stock to file with the Commission of their transactions in the
Company's Common Stock. Moreover, persons subject to Section 16 may be required
to turn over to the Company any profits realized upon a purchase and sale of the
Company's Common Stock within a period of less than six months. The Company has
designed and adopted its Plans with the intention of qualifying for certain
exemptions from Section 16 available pursuant to the regulations of the
Commission.
The summary herein of the Plans do not purport to be complete, and
reference is made to the Plans (copies of which are filed exhibits to this
Registration Statement and incorporated herein by reference for a full and
complete statement of the terms and provisions thereof. Copies of the Plans are
available from the Company upon request. Each Optionee should refer to the Plans
and his or her particular Option or Stockholders' Agreement for information
concerning the specific terms and conditions of his or her Options or Shares.
The principal executive offices of the Company are located at 30 West
Gude Drive, 5th Floor, Rockville, Maryland 20850, and its telephone number is
(301) 251-8600.
THE DIRECTORS' PLAN
The Directors' Plan provides for the award of stock options to non-
employee directors. The following is a brief summary of the principal features
of the Directors' Plan proposed by the Board of Directors, which the Company
believes is a fair and complete summary of the Directors' Plan. This summary is
qualified in its entirety by reference to the terms of the Directors' Plan
included as an exhibit to this Registration Statement.
Objectives
The objectives of the Directors' Plan are to provide Directors with an
increased incentive to make significant and extraordinary contributions to the
long-term performance and growth of the Corporation; to join the interests of
the outside directors, through the opportunity for increased stock ownership,
with the interests of the Corporation's stockholders; and to attract outside
directors in the future and encourage them to remain on the Board of Directors
of the Corporation.
Eligibility
Any director who is member of the Corporation's Board of Directors who is
not an officer or employee of the Corporation is eligible to receive options
under the Directors' Plan.
Stock Options
All options to be granted under the Directors' Plan are non-statutory
stock options for purposes of tax treatment under the Code.
Stock Options granted under the Directors' Plan give the optionholder the
right to purchase Common Stock at a price (the "Option Exercise Price") fixed in
the Stock Option Agreement executed by the optionholder and the Corporation at
the time of grant. The Option Exercise Price will not be less than the fair
market value of a share of the authorized and issued Common Stock on the date
the option is granted. "Fair Market Value" for purposes of the Directors' Plan
generally will be equal to the closing price for the Corporation's Common Stock
on the day prior to date of grant. The period for exercising an option begins
six months after the option is granted and generally ends ten years from the
date the option is granted. Options granted under the Plan become "vested" in
the optionholder immediately. During the period an option is exercisable, the
optionholder may pay the purchase price for the shares subject to the option in
cash or in shares of Common Stock of the Company.
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<PAGE>
Shares Available Under the Directors' Plan
An aggregate of 300,000 shares of Common Stock are reserved for
issuance to participants under the Directors' Plan. In the event of any
changes in the Common Stock of the Corporation by reason of stock dividends,
split-ups, recapitalization, mergers, consolidations, combinations or other
exchanges of shares and the like, appropriate adjustments will be made by
the Board of Directors to the number of shares of Common Stock available for
issuance under the Directors' Plan, the number of shares subject to
outstanding options and/or the exercise price per share of outstanding
options, as necessary substantially to preserve optionholders' economic
interests in their options.
No shares will be issued under the Directors' Plan until full payment
therefor has been made to the Corporation. A holder of an option will have
none of the rights of a stockholder (i.e., voting, dividend and other
ownership rights) until the shares are issued to him or her.
Shares subject to an option which remain unpurchased at the expiration,
termination or cancellation of an option will again be available for use
under the Directors' Plan, but shares surrendered as payment for an option,
as described above, will not again be available for use under the Directors'
Plan.
Each director who is serving on the Board of Directors after adoption
of the Directors' Plan, will receive an option to purchase 3,000 shares of
stock on the day following the annual meeting of stockholders. At the May
30, 1996 annual meeting of stockholders, options to purchase $18.00 shares
were granted to non-employee directors of the Corporation at an exercise
price of $23.00 per share. In general, each director will also be entitled
to an option to receive 3,000 shares of stock on the day following each
succeeding annual meeting of stockholders provided that he or she is a
director on the date of such grant.
Transferability
Options awarded under the Directors' Plan are not transferable or
assignable except by will or by the laws of descent. During an
optionholder's lifetime, options may be exercised only by the optionholder
and may not be transferred or assigned or encumbered by a lien or other
security interest.
Administration of the Directors' Plan
The Directors' Plan is administered by the Administrator who will be
the Chief Financial Officer of the Corporation or such other person
designated by the Board of Directors of the Corporation.
Amendment and Discontinuance
The Board of Directors has the right at any time and from time to time
to amend, modify, or discontinue the Directors' Plan. However, no such
amendment, modification, or discontinuance will revoke or alter the terms of
any valid option previously granted in accordance with the Directors' Plan
without the consent of the holder of the option unless necessary to bring
the option into compliance with applicable law. Also, no action of the
Board of Directors may, without approval by the affirmative vote of a
majority of the votes of stockholders cast at a meeting at which a quorum is
present, (i) increase the maximum number of shares of Common Stock subject
to the Directors' Plan, (ii) materially increase the benefits accruing to
participants under the Directors' Plan, or (iii) materially modify the
requirements for eligibility under the Directors' Plan.
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<PAGE>
Government Regulations
The Directors' Plan and the grant and exercise of options thereunder
shall be subject to all applicable governmental rules and regulations; and,
notwithstanding any other provision of the Directors' Plan or any Stock
Option Agreement to the contrary, the Board of Directors may in its
discretion make such changes in the Directors' Plan and such Stock Option
Agreements as may be required, in its discretion, to conform the Directors'
Plan and such Stock Option Agreements to such rules and regulations.
Tax Treatment
An optionholder will recognize no income at the time a stock option
under the Directors' Plan is granted. Upon the exercise of such option for
cash, except as set forth below, the participant will recognize compensation
taxable as ordinary income in an amount equal to the difference between the
option price and the fair market value of the shares on the date of
exercise, and the Corporation will be entitled to a deduction from income in
the same amount if the Corporation withholds from the optionholder.
When an optionholder disposes of shares acquired by the exercise of an
option, any amount received in excess of the fair market value of the shares
on the date of exercise of the stock option will be treated as long or
short-term capital gain, depending upon the holding period of the shares.
If the amount received is less than the fair market value of the shares on
the date of exercise, the loss will be treated as long or short-term loss,
depending upon the holding period of the shares.
The exercise of an option by the exchange of unrestricted shares
already owned by the optionholder will not result in any taxable gain or
loss on the unrealized appreciation or depreciation of the shares so used.
The Internal Revenue Service has ruled that, if the option exercised is a
non-statutory stock option, (i) a number of shares of the stock received
equal to the number of shares surrendered will have the same basis as the
shares surrendered, and (ii) the remaining shares received will have a basis
equal to their fair market value on the date of exercise (i.e., the
compensation income recognized upon exercise). For purposes of determining
whether shares have been held for the long-term capital gain holding period,
the holding period of shares received will generally include the holding
period of the shares surrendered only if the shares received have the same
basis, in whole or in part, in the optionholder's hands as the shares
surrendered.
THE INCENTIVE PLAN
In May 1994, the Company's Board of Directors adopted the 1994
Equity Incentive Plan (the "Incentive Plan"). The Stockholders of the
Company approved the Incentive Plan in November 1995. The purpose of the
Incentive Plan is to improve business results by providing eligible
individuals with an opportunity to acquire an increased personal interest in
the Company's business. Payment of the exercise price for options granted
under the Incentive Plan may be made in cash, shares of Common Stock or a
combination of both.
All employees, directors and consultants are eligible to receive
options or restricted shares of Common Stock under the Incentive Plan
(collectively, "Incentive Awards"). The Incentive Plan is currently
administered by the Board of Directors, and may be administered by a
committee appointed by the Board of Directors. The Incentive Plan is
intended to qualify for the exemption provided by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended. The Board of Directors will
select recipients of Incentive Awards and will determine the nature of the
Incentive Award granted, the number of shares granted or subject to each
option, the option vesting schedule and other terms and conditions of each
option or Restricted Share. The Board of directors may amend or discontinue
the Incentive Plan and the Board may amend awards or provide substitute
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<PAGE>
awards provided that such amendment or substitution does not adversely
affect rights under any outstanding Incentive Award.
The number of shares that may be issued pursuant to Incentive
Awards under the Incentive Plan shall not exceed an aggregate of 1,800,000
shares. All options granted pursuant to the Incentive Plan are exercisable
in accordance with a vesting schedule which is set at the time of the
issuance of the option and may not be exercised more than ten years from the
date of grant Options granted under the Incentive Plan may be incentive
stock options intended to qualify under Section 422 of the Code or options
not intended to so qualify. The Incentive Plan requires the exercise price
of incentive stock options to be at least equal to the fair market value of
the Common Stock on the date of the grant. In the case of options granted to
a stockholder, either directly or indirectly, holding in excess of 10% of
the Common Stock, the option exercise price must be at least equal to 110%
of the fair market value of the Common Stock on the date of grant and such
option may not be exercised more than five years from the date of grant.
Generally, all unexercised options terminate three months
following the date an optionee ceases to be employed by the Company or any
affiliate or subsidiary of the Company other than by reason of disability or
death (but not later than the expiration date) whether or not such
termination is voluntary. Generally, any option held by an employee who dies
or who ceases to be employed because of disability must be exercised by the
employee or his representative within one year after the employee dies or
cases to be an employee (but not later than the expiration date). The Board
may, however, provide that an option may be exercised over a longer period
of time following termination of employment (but no later than the option
expiration date). Incentive awards are not transferable, except in the event
of death by the decedent's estate; provided that restricted stock may be
transferred or assigned after the applicable restriction on the shares has
terminated.
FEDERAL INCOME TAX CONSEQUENCES
The grant of an option under the Plans will not be a taxable event for
an Optionee or the Company. Upon the exercise of non-qualified options,
Optionees will recognize income equal to the difference between the exercise
price and the fair market value of the Shares. If the Company complies with
applicable reporting requirements, it generally will be entitled to a
business expense deduction in the same amount and at the same time as the
Optionee recognizes any ordinary income on exercise (subject to certain
limitations). Upon a subsequent sale or exchange of Shares acquired
pursuant to the exercise of an option, the Optionee will have a taxable gain
or loss, measured by the difference between the amount realized on the
disposition and the tax basis of the Shares (generally, the amount paid for
the Shares plus the amount treated as ordinary income at the time the option
was exercised).
If the Optionee surrenders Shares in payment of part or all of the
exercise price for nonqualified options, no gain or loss will be recognized
with respect to the shares surrendered (regardless of whether the shares
were acquired pursuant to the exercise of an incentive stock option), and
the Optionee will be treated as receiving an equivalent number of Shares
pursuant to the exercise of the option in a nontaxable exchange. The basis
for an equivalent number of option shares received, and the new Shares will
be treated as having been held for the same holding period as had expired
with respect to the transferred shares. The difference between the
aggregate option exercise price and the aggregate fair market value of the
Shares received pursuant to the exercise of the option will be taxed as
ordinary income.
In the case of an incentive stock option, an Optionee who satisfies
certain requirements will not recognize income at the time the option is
exercised (except that the alternative minimum tax may apply) and will
recognize long-term capital gain upon a subsequent disposition of the Shares
if
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the Optionee holds the Shares for at least two years after the date of
grant and for one year after the date of exercise. To qualify for the
foregoing tax treatment, the Optionee generally must be an employee of the
Company or a subsidiary from the date the option is granted through a date
within three months before the date of exercise of the option. The three-
month period is extended if the Optionee's termination of employment results
from death or disability. If all of the foregoing requirements are met
except for the one-year or two-year holding period mentioned above, the
Optionee will recognize ordinary income upon the disposition of the stock in
an amount equal to the excess of the fair market value of the stock at the
time the option was exercised over the option exercise price. The balance
of the realized gain, if any, will be capital gain. The Company will be
allowed a business expense deduction to the extent the Optionee recognizes
ordinary income.
If an Optionee exercises an incentive stock option by tendering Shares
with a fair market value equal to part or all of the option exercise price,
the exchange of shares will be treated as a nontaxable exchange (except that
this treatment would not apply if the Optionee had acquired the shares being
transferred pursuant to the exercise of an incentive stock option and had
not satisfied the special holding period requirements summarized above).
The foregoing statements are intended to summarize the general
principles of current federal income tax law applicable to incentive and
nonstatutory options granted under the Plans. While the Company believes
that the foregoing statements accurately summarize existing provisions of
the Internal Revenue Code and the legislative history, regulations and
administrative and judicial interpretations thereof, these statements are
only summaries, and the rules in question are quite detailed and
complicated. Moreover, legislative, administrative, regulatory or judicial
changes or interpretations may occur that would modify such statements.
Individual financial situations may vary, and state and local tax
consequences may be significant. Therefore, Optionees should consult their
own tax advisors concerning the tax consequences of the grant, exercise or
surrender of options under the Plans and the disposition of any stock
acquired pursuant to the exercise of such options.
The Company has the right to deduct from payments of any kind otherwise
due to an Optionee any federal, state or local taxes of any kind required by
law to be withheld with respect to any Shares issued upon the exercise of an
option under the Plans. At the time of exercise, the Optionee must pay to
the Company any amount that the Company reasonably determines to be
necessary to satisfy this withholding obligation. Subject to the prior
approval of the Company, the Optionee may elect to satisfy such obligations,
in whole or in part, (i) by causing the Company to withhold Shares otherwise
issuable pursuant to the exercise of an option or (ii) by delivering to the
Company Shares already owned by the Optionee. The Shares so delivered or
withheld must have a fair market value equal to the Optionee's withholding
obligations. The fair market value of the Shares used to satisfy such
withholding obligation will be determined by the Company as of the date that
the amount of tax to be withheld is to be determined.
An award of restricted Shares will create no immediate tax consequences
for the employee or the Company (unless the employee makes an election
pursuant to Section 83(b) of the Internal Revenue Code). The employee will
recognize taxable income when restricted Shares become vested, in an amount
equal to the fair market value of the restricted Shares on the date of
vesting less any consideration paid by the employee for such Shares. If the
employee makes an election pursuant to Section 83(b) of the Internal Revenue
Code, the employee will recognize taxable income at the time the restricted
Shares are awarded in an amount equal to the value of such Shares at the
time of the award less any consideration paid by the employee for such
Shares. The Company generally will be allowed a business expense deduction
for the amount of any taxable income recognized by the employee at the time
such income is recognized (assuming applicable reporting requirements are
complied with). Section 162(m) of the Internal Revenue Code, however, may
limit the deduction that can be claimed by the Company in certain
circumstances in which the Chief Executive Officer or the four other most
highly compensated officers of the Company realize total compensation for
the taxable year in excess of $1,000,000.
-11-
<PAGE>
The foregoing statements are intended to summarize the general
principles of current federal income tax law applicable to restricted Shares
granted under the Incentive Plan. While the Company believes that the
foregoing statements accurately summarize existing provisions of the
Internal Revenue Code and the legislative history, regulations and
administrative and judicial interpretations thereof, these statements are
only summaries, and the rules in question are quite detailed and
complicated. Moreover, legislative, administrative, regulatory or judicial
changes or interpretations may occur which would modify such statements.
Individual financial situations may vary, and state and local tax
consequences may be significant. Therefore, optionees should consult their
own tax advisors concerning the tax consequences of the grant, exercise or
surrender of restricted Shares under the Plan and the disposition of any
stock acquired pursuant to the grant of restricted Shares.
The Company has the right to deduct from payments of any kind otherwise
due to a holder of an award of restricted Shares any federal, state or local
taxes of any kind required by law to be withheld with respect to awards
granted under the Incentive Plan. At the time of termination of the
Limitation Period, the holder must pay to the Company any amount that the
Company reasonably determines to be necessary to satisfy this withholding
obligation. Subject to the prior approval of the Company , the holder may
satisfy the withholding requirement by delivering to the Company Shares
already owned by the holder. The Shares so delivered or withheld must have
a fair market value equal to the holder's withholding obligations. The fair
market value of the Shares used to satisfy such withholding obligation will
be determined by the Company as of the date that the amount of tax to be
withheld is to be determined.
-12-
<PAGE>
INCORPORATION BY REFERENCE
The Company hereby incorporates by reference into this
registration statement the following documents filed by it, with the
Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(b) All reports filed by the Company with the Commission pursuant
to Section 13(a) or 15(d) of the Securities and Exchange Act
of 1934 since December 31, 1995; and
(c) The description of the Company's common stock contained in
the Company's Registration Statement on Form S-1, No. 33-
99030, filed with the Commission on November 7, 1995, which
is an exhibit to the Company's Form 8-A registration
statement filed with the Commission on December 11, 1995.
In addition, all documents filed by the Company subsequent to the
date hereof pursuant to Sections 13(a), 13(c), 14, or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), prior to
the filing of a post-effective amendment which indicates that all securities
offered have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference in this Registration
Statement and to be part of hereof from the date of filing of such
documents.
This Prospectus does not contain all of the information set forth
in the Registration Statement, certain portions of which have been omitted
in accordance with the rules and regulations of the Commission. The
information omitted may be obtained as described under "General
Information."
-13-
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this amendment to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized, in
the City of Rockville, State of Maryland, on June 21, 1996.
AMISYS MANAGED CARE SYSTEMS, INC.
By: /s/ Robert J. Sullivan
------------------------------
Robert J. Sullivan
Vice President
We, the undersigned officers and directors of AMISYS Managed Care
Systems, Inc., hereby severally and individually constitute and appoint
Kevin R. Brown, Robert J. Sullivan and Michael J. Silver, and each of them,
the true and lawful attorneys and agents of each of us to execute in the
name, place and stead of each of us (individually and in any capacity stated
below) any and all amendments to this Registration Statement on Form S-1 and
any additional Registration Statement filed pursuant to Rule 462(b) under
the Securities Act of 1933, and all instruments necessary or advisable in
connection therewith and to file the same with the Securities and Exchange
Commission, each of said attorneys and agents to have power to act with or
without the other and to have full power and authority to do and perform in
the name and on behalf of each of the undersigned every act whatsoever
necessary or advisable to be done in the premises as fully and to all
intents and purposes as any of the undersigned might or could do in person,
and we hereby ratify and confirm our signatures as they may be signed by our
said attorneys and agents and each of them to any and all such amendment and
amendments.
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the Registration Statement has been signed by the following
persons in the capacities and on the date indicated.
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Kevin R. Brown Chief Executive Officer, President June 21, 1996
- ---------------------------------- and Director (Principal Executive
Kevin R. Brown Officer)
/s/ Robert J. Sullivan Vice President, Chief Financial June 21, 1996
- ---------------------------------- Officer (Principal Financial
Robert J. Sullivan Officer and Principal Accounting
Officer)
/s/ Peter J. Barris Director June 21, 1996
- ----------------------------------
Peter J. Barris
/s/ Howard E. Cox, Jr. Director June 21, 1996
- ----------------------------------
Howard E. Cox, Jr.
/s/ Donald B. Hebb, Jr. Director June 20, 1996
- ----------------------------------
Donald B. Hebb, Jr.
/s/ Arthur J. Marks Director June 20, 1996
- ----------------------------------
Arthur J. Marks
/s/ Thomas O. Pyle Director June 21, 1996
- ----------------------------------
Thomas O. Pyle
</TABLE>
-14-
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequential
Number Description Page Number
------ ----------- -----------
<S> <C> <C>
3.02 Amended and Restated Certificate of *
Incorporation of AMISYS Managed Care
Systems, Inc.
3.04 Amended and Restated Bylaws of AMISYS *
Managed Care Systems, Inc.
5 Opinion of Hogan & Hartson L.L.P.
Regarding the Legality of the Shares
of Common Stock Being Registered
10.02 AMISYS Managed Care Systems, Inc.
1994 Equity Incentive Plan, as amended
10.13 AMISYS Managed Care Systems, Inc.
Directors' Stock Option Plan
10.14 Form of Stock Option Agreement
related to the 1994 Equity Incentive
Plan
10.15 Form of Stock Option Agreement
related to the Directors Stock Option
Plan
23.01 Consent of Counsel (contained in
Exhibit 5.01)
23.02 Consent of Coopers & Lybrand L.L.P.
24.01 Powers of Attorney **
</TABLE>
-------------
* Included as an Exhibit to the Registrant's Registration Statement on
Form S 1, Registration No. 33-99030, and incorporated herein by
reference.
** Included in signature page.
-15-
<PAGE>
Exhibit 5
June 21, 1996
AMISYS Managed Care Systems, Inc.
30 West Gude Drive, Fifth Floor
Rockville, Maryland 20850
Ladies and Gentlemen:
This firm has acted as counsel to AMISYS Managed Care Systems,
Inc., a Delaware corporation (the "Company"), in connection with its
registration, pursuant to a registration statement on Form S-8 filed on the
date hereof (the "Registration Statement"), of 2,100,000 shares (the
"Shares") of common stock, par value $.001 per share of the Company (the
"Common Stock"), issued or issuable upon the exercise of options granted or
to be granted or as restricted Shares awarded or to be awarded pursuant to
the Company's 1994 Equity Incentive Plan and Directors' Stock Option Plan
(collectively, the "Plans"). This letter is furnished to you pursuant to the
requirements of Item 601(b)(5) of Regulation S-K, 17 C.F.R. (S)
229.601(b)(5) in connection with such registration.
For purposes of this opinion letter, we have examined copies of
the following documents:
1. The Registration Statement.
2. The Amended and Restated Certificate of Incorporation of the
Company, as certified by the Secretary of State of the State
of Delaware on May 28, 1996 as being a true and complete copy
of such document as filed with the Secretary of State
Department and as certified by the Secretary of the Company on
June 3, 1996 as being complete, accurate and in effect.
3. The Amended and Restated By-laws of the Company, as certified
by the Secretary of the Company on June 3, 1996 as being
complete, accurate and in effect.
4. The Plans as adopted by the Board of Directors and
stockholders of the Company and as certified by the Secretary
of the Company on June 21, 1996 as being complete, accurate
and in effect.
5. Resolutions of the Board of Directors of the Company adopted
on May 27, 1994, November 1, 1995, April 15, 1996 and June 3,
1996, as certified by the Secretary of the Company on June 21,
1996 as being complete, accurate and in effect, relating to,
among other things, the approval of the Plans and the filing
of the Registration Statement.
6. Resolutions of the stockholders of the Company adopted by
unanimous written consent on November 1, 1995, and at the
Company's annual meeting of
-16-
<PAGE>
stockholders on May 30, 1996, as certified by the Secretary of
the Company on June 21, 1996 as being complete, accurate and
in effect, relating to, among other things, the approval of
the Plans.
For purposes of the opinions expressed below, we have not, except
as specifically identified above, made any independent review or
investigation of factual or other matters, including the organization,
existence, good standing, assets, business or affairs of the Company or of
any other matters. In our examination of the aforesaid certificates,
records and documents, we have assumed the genuineness of all signatures,
the legal capacity of all natural persons, the accuracy, completeness and
authenticity of all documents submitted to us and the conformity with the
original documents of all documents submitted to us as certified,
telecopied, photostatic or reproduced copies. We also have assumed the
accuracy, completeness and authenticity of the foregoing certifications (of
public officials, governmental agencies and departments and corporate
officers) and statements of fact, on which we are relying, and have made no
independent investigations thereof. For the purposes of this opinion
letter, we have not, except as specifically identified herein, been retained
or engaged to perform, nor have we performed, any independent review or
investigation of any statutes, ordinances, laws, regulations, agreements,
contracts, instruments, or corporate records to which the Company, or any
subsidiary of the Company, may be a party or may be subject. This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.
This opinion letter is based as to matters of law solely on the
Delaware General Corporation Law, and we express no opinion as to any other
laws, statutes, ordinances, rules or regulations (such as state securities
or "blue sky" laws).
Based upon, subject to and limited by the foregoing, we are of the
opinion that the portion of the Shares not currently outstanding, when
issued and delivered in the manner and on the terms contemplated in the
Registration Statement and the Plans (with the Company having received the
consideration therefor, the form of which is in accordance with applicable
law), will be validly issued, fully paid and non-assessable and the portion
of the Shares that are currently outstanding are validly issued, fully paid
and non-assessable (assuming receipt of consideration therefor as provided
in the resolutions of the Board of Directors).
We assume no obligation to advise you of any changes in the
foregoing subsequent to the delivery of this opinion letter. This opinion
letter has been prepared solely for your use in connection with filing of
the Registration Statement on the date hereof, and should not be quoted in
whole or in part or otherwise be referred to, nor be filed with or furnished
to any governmental agency or other person or entity, without the prior
written consent of this firm.
We hereby consent to the filing of this opinion letter as an
exhibit to the Registration Statement, and to the reference made to us in
the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are an "expert" within the
meaning of the Securities Act of 1933, as amended.
Sincerely yours,
HOGAN & HARTSON L.L.P.
-17-
<PAGE>
Exhibit 10.02
AMISYS MANAGED CARE SYSTEMS, INC.
1994 EQUITY INCENTIVE PLAN
SECTION 1. GENERAL PURPOSE OF THE PLAN: DEFINITIONS
-----------------------------------------
The name of the plan is the AMISYS Managed Care Systems, Inc. 1994 Equity
Incentive Plan (the "Plan"). The purpose of the Plan, as amended in 1995,
is to encourage and enable the officers, consultants and other key employees
of ADVANTA Systems, Inc. (the "Company") upon whose judgment, initiative and
efforts the Company largely depends for the successful conduct of its
business to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company's
welfare will assure a closer identification of their interests with those of
the Company, thereby stimulating their efforts on the Company's behalf and
strengthening their desire to remain with the Company.
The following terms shall be defined as set forth below:
"Award" or "Awards" except where referring to a particular category of grant
under the Plan, shall include Incentive Stock Options, Non-Qualified Stock
Options, Restricted Stock Awards, Unrestricted Stock Awards and Performance
Share Awards.
"Board" means the Board of the Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the Stock Option Committee which may, in the discretion of
the Board, be the Compensation Committee of the Board. The Committee must
consist of no fewer than two members of such board and shall be appointed by
such board, or such other committee as the Board of Directors of the Company
shall designate.
"Disability" means an employee's inability to perform his normal required
services for the Company and its Subsidiaries for a period of six
consecutive months by reason of the employee's mental or physical
disability, as determined by the Board in good faith in its sole discretion.
"Effective Date" means the date on which the Plan is approved by
stockholders as set forth in Section 15.
"Exchange Act" means the Securities Exchange Act of 1934, as now in effect
or as hereafter amended.
"Fair Market Value" on any given date means fair market value, as determined
by the Board in good faith in its sole discretion.
"Incentive Stock Option" means any Stock Option designated and qualified as
an "incentive stock option" as defined in Section 422 of the Code.
"Non-Qualified Stock Option" means any Stock Option that is not an Incentive
Stock Option.
"Option" or "Stock Option" means any option to purchase shares of Stock
granted pursuant to Section 5.
-18-
<PAGE>
"Performance Share Award" means Awards granted pursuant to Section 8.
"Restricted Stock Award" means Awards granted pursuant to Section 6.
"Registration Date" means the date on which the Company first registers a
class of equity securities under Section 12 of the Exchange Act.
"Stock" means the Class B Common Stock, par value $0.001 per share, of the
Company, subject to adjustments pursuant to Section 3.
"Subsidiary" means any corporation or other entity (other than the Company)
in any unbroken chain of corporations or other entities, beginning with the
Company if each of the corporations or entities (other than the last
corporation or entity in the unbroken chain) owns stock or other interests
possessing 50% or more of the economic interest or the total combined voting
power of all classes of stock or other interests in one of the other
corporations or entities in the chain.
"Unrestricted Stock Award" means Awards granted pursuant to Section 7.
SECTION 2. ADMINISTRATION OF PLAN; BOARD AUTHORITY TO SELECT PARTICIPANTS
--------------------------------------------------------------
AND DETERMINE AWARDS
--------------------
(a) Board. The Plan shall be administered by the Board which
------
shall have the full power and authority to take all actions and to make all
determinations required or provided for under the Plan or any Award granted
or agreement entered into hereunder and all such other actions and
determinations not inconsistent with the specific terms and provisions of
the Plan deemed by the Board to be necessary or appropriate to the
administration of the Plan or any Award granted or agreement entered into
hereunder. The interpretation and construction by the Board of any provision
of the Plan or of any Award granted or agreement entered into hereunder
shall be final and conclusive.
(b) Committee. The Board, in its sole discretion may delegate to
----------
the Committee such powers and authorities related to the administration of
the Plan as the Board shall determine, consistent with the Certificate of
Incorporation and Bylaws of the Company and applicable law. In the event
that the Plan or any Award granted or agreement entered into hereunder
provides for any action to be taken by or determination to be made by the
Board, such action may be taken by or such determination may be made by the
Committee if the power and authority to do so has been delegated to the
Committee by the Board as provided for in this Section 2(b). Unless
otherwise expressly determined by the Board, any such action or
determination by the Committee shall be final and conclusive.
(c) No Liability. No member of the Board or of the Committee
-------------
shall be liable for any action or determination made, or any failure to take
or make an action or determination, in good faith with respect to the Plan
or any Award granted or agreement entered into hereunder.
SECTION 3. STOCK ISSUABLE UNDER THE PLAN; RECAPITALIZATIONS; MERGERS;
----------------------------------------------------------
SUBSTITUTE AWARDS
-----------------
(a) Stock Issuable. The maximum number of shares of Stock
--------------
reserved and available for issuance under the Plan shall be 1,800,000
shares. For purposes of the foregoing limitations, the shares of Stock
underlying any Awards which are forfeited, canceled, reacquired by the
Company, satisfied without the issuance of Stock or otherwise terminated
(other than by exercise) shall be added back to the shares of Stock
available for issuance under the Plan so long as the participants to whom
such Awards had been previously granted received no benefits of ownership of
the underlying
-19-
<PAGE>
shares of Stock to which the Award related. The shares available for
issuance under the Plan may be authorized but unissued shares of Stock or
shares of Stock reacquired by the Company.
(b) Recapitalizations. If, through or as a result of any merger,
-----------------
consolidation, sale of all or substantially all of the assets of the
Company, reorganization, recapitalization, reclassification, stock dividend,
stock split, reverse stock split or other similar transaction, the
outstanding shares of Stock are increased or decreased or are exchanged for
a different number or kind of shares or other securities of the Company, or
additional shares or new or different shares or other securities of the
Company or other non-cash assets are distributed with respect to such shares
of Stock or other securities, the Board shall make an appropriate or
proportionate adjustment in (i) the maximum number and kind of shares
reserved for issuance under the Plan and in the form of Restricted Stock
Awards, Unrestricted Stock Awards or Performance Share Awards, (ii) the
maximum number of Stock Options that can be granted to any one individual
participant, (iii) the number and kind of shares or other securities subject
to any then outstanding Awards under the Plan, and (iv) the price for each
share subject to any then outstanding Stock Options under the Plan, without
changing the aggregate exercise price as to which such Stock Options remain
exercisable. The adjustment by the Board shall be final, binding and
conclusive. No fractional shares of Stock shall be issued under the Plan
resulting from any such adjustment, but the Board in its discretion may make
a cash payment in lieu of fractional shares.
(c) Mergers. In the event a consolidation or merger or sale of
-------
all or substantially all of the assets of the Company in which outstanding
shares of Stock are exchanged for securities, cash or other property of any
other corporation or business entity or in the event of a liquidation of the
Company, (i) vesting and exercisability of all unvested and unexercisable
Awards shall be accelerated as to fifty percent (50%) of the amount of the
Award not then vested or exercisable and (ii) the Board, or the board of
directors of any corporation assuming the obligations of the Company, may,
in its discretion, take any one or more of the following actions, as to
outstanding Stock Options: (x) provide that such Stock Options shall be
assumed, or equivalent options shall be substituted, by the acquiring or
succeeding corporation (or an affiliate thereof), (y) upon written notice to
the optionees, provide that all unexercised Stock Options will terminate
immediately prior to the consummation of such transaction unless exercised
by the optionee within a specified period following the date of such notice,
and/or (z) in the event of a business combination under the terms of which
holders of the Stock of the Company will receive upon consummation thereof a
payment for each share surrendered in the business combination (the "Merger
Price"), make or provide for a cash payment to the optionees equal to the
difference -- between (A) the Merger Price times the number of shares of
Stock subject to such outstanding Stock Options (to the extent then
exercisable at prices not in excess of the Merger Price) and (B) the
aggregate exercise price of all such outstanding options in exchange for the
termination of such options.
(d) Substitute Awards. The Board may grant Awards under the Plan
-----------------
in substitution for stock and stock based awards held by employees of
another corporation who concurrently become employees of the Company or a
Subsidiary as the result of a merger or consolidation of the employing
corporation with the Company or a Subsidiary or the acquisition by the
Company or a Subsidiary of property or stock of the employing corporation.
The Board may direct that the substitute awards be granted on such terms and
conditions as the Board considers appropriate in the circumstances.
SECTION 4. ELIGIBILITY
-----------
Participants in the Plan will be such full or part-time officers, employees
or consultants of the Company and its Subsidiaries who are responsible for
or contribute to the management, growth or profitability of the Company and
its Subsidiaries and who are selected from time to time by the Board, in its
sole discretion.
-20-
<PAGE>
SECTION 5. STOCK OPTIONS
-------------
(a) General. Any Stock Option granted under the Plan shall be in
-------
such form as the Board may from time to time approve. Stock Options granted
under the Plan may be either Incentive Stock Options or Non-Qualified Stock
Options. To the extent that any Option does not qualify as an Incentive
Stock Option, it shall constitute a Non-Qualified Stock Option. No Incentive
Stock Option shall be granted under the Plan after May 27, 2004.
(b) Stock Options Granted to Eligible Participants. The Board in
----------------------------------------------
its discretion may grant Stock Options to eligible officers, employees or
consultants of the Company or any Subsidiary. Stock Options granted to
directors, officers, employees or consultants pursuant to this Section 5(b)
shall be subject to the following terms and conditions and shall contain
such additional terms and conditions, not inconsistent with the terms of the
Plan, as the Board shall deem desirable:
(i) Exercise Price. The exercise price per share for the
--------------
Stock covered by a Stock Option granted pursuant to this Section
5(b) shall be determined by the Board at the time of grant but
shall not be less than 100% of the Fair Market Value on the date
of grant. If an employee owns or is deemed to own (by reason of
the attribution rules applicable under Section 424(d) of the Code)
more than 10% of the combined voting power of all classes of stock
of the Company or any Subsidiary or parent corporation and an
Incentive Stock Option is granted to such employee, the option
price of such Incentive Stock Option shall be not less than 110%
of the Pair Market Value on the grant date.
(ii) Option Term. The term of each Stock Option shall be
-----------
fixed by the Board, but no Incentive Stock Option shall be
exercisable more than ten years after the date the option is
granted. If an employee owns or is deemed to own (by reason of
the attribution rules of Section 424(d) of the Code) more than 10%
of the combined voting power of all classes of stock of the
Company or any Subsidiary or parent corporation and an Incentive
Stock Option is granted to such employee, the term of such option
shall be no more than five years from the date of grant.
(iii) Exercisable Rights of a Stockholder. Stock Options
-----------------------------------
shall become vested and exercisable at such time or times, whether
or not in installments, as shall be determined by the Board at or
after the grant date the Board may at any time accelerate the
exercisability of all or any portion of any Stock Option. An
optionee shall have the rights of a stockholder only as to shares
acquired upon the exercise of a Stock Option and not as to
unexercised Stock Options.
(iv) Method of Exercise. Stock Options may be exercised in
------------------
whole or in part, by giving written notice of exercise to the
Company, specifying the number of shares to be purchased. Payment
of the purchase price may be made by one or more of the following
methods:
(A) In cash, by certified or bank check or other
instrument acceptable to the Board;
(B) In the form of shares of Stock that are not then
subject to restrictions under any Company plan and that have
been held by the optionee for at least six months, if
permitted by the Board in its discretion. Such surrendered
shares shall be valued at Fair Market Value on the exercise
date; or
-21-
<PAGE>
(C) By the optionee delivering to the Company a
properly executed exercise notice together with irrevocable
instructions to a broker to promptly deliver to the Company
cash or a check payable and acceptable to the Company to pay
the purchase price; provided that in the event the optionee
chooses to pay the purchase price as so provided, the
optionee and the broker shall comply with such procedures and
enter into such agreements of indemnity and other agreements
as the Board shall prescribe as a condition of such payment
procedure.
Payment instruments will be received subject to collection. The delivery of
certificates representing the shares of Stock to be purchased pursuant to
the exercise of a Stock Option will be contingent upon receipt from the
optionee (or a purchaser acting in his stead in accordance with the
provisions of the Stock Option) by the Company of the full purchase price
for such shares and the fulfillment of any other requirements contained in
the Stock Option or applicable provisions of laws.
(v) Vesting of Stock Options. Stock Options shall vest in
-------------------------
accordance with vesting schedule adopted by the Board in
connection with the issuance of such Stock Options.
(vi) Non-transferability of Options. Except as otherwise
------------------------------
permitted by the Board, no Stock Option shall be transferable by
the optionee otherwise than by will or by the laws of descent and
distribution and all Stock Options shall be exercisable, during
the optionee's lifetime, only by the optionee.
(vii) Termination by Reason of Death. Any Stock Option held
------------------------------
by an optionee whose employment by the Company and its
Subsidiaries is terminated by reason of death may thereafter be
exercised by the legal representative or legatee of the optionee,
for a period of six months (or such longer period as the Board
shall specify at any time) from the date of death, or until the
expiration of the stated term of the Option, if earlier.
(viii) Termination by Reason of Disability.
-----------------------------------
(A) Any Stock Option held by an optionee whose
employment by the Company and its Subsidiaries is terminated
by reason of Disability shall become fully exercisable and
may thereafter be exercised, for a period of six months (or
such longer period as the Board shall specify at any time)
from the date of such termination of employment, or until the
expiration of the stated term of the Option, if earlier.
(B) The Board shall have sole authority and
discretion to determine whether a participant's employment
has been terminated by reason of Disability.
(C) Except as otherwise provided by the Board at
any time, the death of an Optionee during the period provided
in this Section 5(b)(vii) for the exercise of a Stock Option
shall extend such period for six months from the date of
death, subject to termination on the expiration of the stated
term of the Option, if earlier.
(ix) Other Termination. Unless otherwise determined by the
-----------------
Board, if an optionee's employment by the Company and its
Subsidiaries terminates for any reason other than death or
Disability, any Stock Option held by such optionee may thereafter
be exercised, to the extent it was exercisable on the date of
termination of
-22-
<PAGE>
employment, for three months (or such longer period as the Board
shall specify at any time) from the date of termination of
employment or until the expiration of the stated term of the
Option, if earlier.
(x) Annual Limit on Incentive Stock Options. To the
---------------------------------------
extent required for "incentive stock option" treatment under
Section 422 of the Code, the aggregate Fair Market Value
(determined as of the time of grant) of the shares of Stock with
respect to which Incentive Stock Options granted under this Plan
and any other plan of the Company or its Subsidiaries become
exercisable for the first time by an optionee during any calendar
year shall not exceed $100,000. To the extent that any Stock
Option exceeds this limit, it shall constitute a Non-Qualified
Stock Option.
(xi) Limitation on Grants of Options. The maximum number
-------------------------------
of shares subject to Stock Options that can be granted under the
Plan to any executive officer of the Company or its Subsidiaries,
or to any other person eligible for a grant of a Stock Option
under Section 5 is 500,000 shares for the first 10 years of the
Plan and 50,000 shares per year thereafter.
(xii) Form of Settlement. Shares of Stock issued upon
------------------
exercise of a Stock Option shall be free of all restrictions under
the Plan, except as otherwise provided in the Plan.
SECTION 6. RESTRICTED STOCK AWARDS
-----------------------
(a) Nature of Restricted Stock Awards. The Board may grant
---------------------------------
Restricted Stock Awards to any director, officer, employee or consultant of
the Company or any Subsidiary. A Restricted Stock Award is an Award
entitling the recipient to acquire, at no cost or for a purchase price
determined by the Board, shares of Stock subject to such restrictions and
conditions as the Board may determine at the time of grant ("Restricted
Stock"). Conditions may be based on continuing employment and/or achievement
of preestablished performance goals and objectives.
(b) Acceptance of Award. A participant who is granted a Restricted
-------------------
Stock Award shall have no rights with respect to such Award unless the
participant shall have accepted the Award within 30 days (or such shorter
date as the Board may specify) following the award date by making payment to
the Company, if required, by certified or bank check or other instrument or
form of payment acceptable to the Board in an amount equal to the specified
purchase price, if any, of the shares covered by the Award and by executing
and delivering to the Company a written instrument that sets forth the terms
and conditions of the Restricted Stock Award in such form as the Board shall
determine.
(c) Rights as a Stockholder. Upon complying with Section 6(b) above,
-----------------------
a participant shall have the rights of a stockholder with respect to the
voting of the Restricted Stock, subject to such conditions contained in the
written instrument evidencing the Restricted Stock Award.
(d) Restrictions. Restricted Stock may not be sold, assigned,
------------
transferred, pledged or otherwise encumbered or disposed of except as
specifically provided herein or in the written instrument evidencing the
Restricted Stock Award. In the event of termination of services by the
Company and its Subsidiaries for any reason other than death or Disability,
the Company shall have the right, at the discretion of the Board, to
repurchase Restricted Stock with respect to which conditions have not lapsed
at their purchase price, or to require forfeiture of such shares to the
Company if acquired at no cost, from the participant or the participant's
legal representative.
(e) Vesting of Restricted Stock. The Board at the time of grant shall
---------------------------
specify the date or dates and/or the attainment of pre-established
performance goals, objectives and other conditions on
-23-
<PAGE>
which the non-transferability of the Restricted Stock and the Company's
right of repurchase or forfeiture shall lapse. Subsequent to such date or
dates and/or the attainment of such pre-established performance goals,
objectives and other conditions, the shares on which all restrictions have
lapsed shall no longer be Restricted Stock and shall be deemed "vested." A
participant whose employment is terminated for reason of death or Disability
shall become fully vested in his Restricted Stock on his termination date to
the extent such vesting is otherwise contingent only on continued service
with the Company. Where vesting is contingent on attainment of pre-
established performance goals, the vesting of Restricted Stock in the case
of death or Disability shall remain dependent on the attainment of such
goals and shall be determined as of such date or dates specified by the
Board.
(f) Waiver, Deferral and Reinvestment of Dividends. The written
----------------------------------------------
instrument evidencing the Restricted Stock Award may require or permit the
immediate payment, waiver, deferral or investment of dividends paid on the
Restricted Stock.
(g) Vesting in Chief Executive Officer's Restricted Stock. The
-----------------------------------------------------
Restricted Stock purchased by the Chief Executive Officer of the Company, as
of May 24, 1994, is vested as to fifty percent (50%) of the shares purchased
and the remaining shares of Restricted Stock purchased by the Chief
Executive Officer of the Company, as of May 24, 1994, shall become vested at
the rate of ten percent (10%) on or after May 24, 1995 (the "Anniversary
Date") and an additional 10% on or after each of the next four anniversaries
of the Anniversary Date, so long as the Chief Executive Officer has been
employed continuously by the Company or a Subsidiary.
SECTION 7. UNRESTRICTED STOCK AWARDS
-------------------------
The Board may, in its sole discretion, grant (or sell at a purchase price
determined by the Board) an Unrestricted Stock Award to any employee of the
Company or any Subsidiary pursuant to which such employee may receive shares
of Stock free of any restrictions under the Plan in lieu of any cash
compensation to such employee.
SECTION 8. PERFORMANCE SHARE AWARDS
------------------------
(a) Nature of Performance Share Awards. A Performance Share Award is
----------------------------------
an award entitling the recipient to acquire shares of Stock upon the
attainment of specified performance goals. The Board may make Performance
Share Awards independent of or in connection with the granting of any other
Award under the Plan. Performance Share Awards may be granted under the Plan
to any employees of the Company or any Subsidiary, including those who
qualify for awards under other performance plans of the Company. The Board
in its sole discretion shall determine whether and to whom Performance Share
Awards shall be made, the performance goals applicable under each such
Award, the periods during which performance is to be measured, and all other
limitations and conditions applicable to the awarded Performance Shares;
provided, however, that the Board may rely on the performance goals and
other standards applicable to other performance unit plans of the Company in
setting the standards for Performance Share Awards under the Plan.
(b) Restrictions on Transfer. Performance Share Awards and all
------------------------
rights with respect to such Awards may not be sold, assigned, transferred,
pledged or otherwise encumbered.
(c) Rights as a Shareholder. A participant receiving a Performance
-----------------------
Share Award shall have the rights of a shareholder only as to shares
actually received by the participant under the Plan and not with respect to
shares subject to the Award but not actually received by the participant. A
participant shall be entitled to receive a stock certificate evidencing the
acquisition of shares of Stock under a Performance Share Award only upon
satisfaction of all conditions specified in the written instrument
evidencing the Performance Share Award (or in a performance plan adopted by
the Board).
-24-
<PAGE>
(d) Termination. Except as may otherwise be provided by the Board at
-----------
any time prior to termination of employment, a participant's rights in all
Performance Share Awards shall automatically terminate upon the
participant's termination of employment by the Company and its Subsidiaries
for any reason.
(e) Acceleration, Waiver, Etc. At any time prior to the participant's
-------------------------
termination of employment by the Company and its Subsidiaries, the Board may
in its sole discretion accelerate, waive or, subject to Section 11, amend
any or all of the goals, restrictions or conditions imposed under any
Performance Share Award.
SECTION 9. TAX WITHHOLDING
---------------
(a) Payment by Participant. Each participant shall, no later than
----------------------
the date as of which the value of an Award or of any Stock or other amounts
received thereunder first becomes includable in the gross income of the
participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Board regarding payment of, any Federal,
state, or local taxes of any kind required by law to be withheld with
respect to such income. The Company and its Subsidiaries shall, to the
extent permitted by law, have the right to deduct any such taxes from any
payment of any kind otherwise due to the participant.
(b) Payment in Stock. A participant may elect to have such tax
----------------
withholding obligation satisfied, in whole or in part, by (i) authorizing
the Company to withhold from shares of Stock to be issued pursuant to any
Award a number of shares with an aggregate Fair Market Value (as of the date
the withholding is effected) that would satisfy the withholding amount due,
or (ii) transferring to the Company shares of Stock owned by the participant
with an aggregate Fair Market Value (as of the date the withholding is
effected) that would satisfy the withholding amount due.
SECTION 10. TRANSFER, LEAVE OF ABSENCE, ETC.
--------------------------------
For purposes of the Plan, the following events shall not be deemed a
termination of employment:
(a) a transfer to the employment of the Company from a Subsidiary or
from the Company to a Subsidiary, or from one Subsidiary to another; or
(b) an approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee's right to
re-employment is guaranteed either by a statute or by contract or under the
policy pursuant to which the leave of absence was granted or if the Board
otherwise so provides in writing.
SECTION 11. AMENDMENTS AND TERMINATION
--------------------------
The Board may, at any time, amend or discontinue the Plan and the Board may,
at any time, amend or cancel any outstanding Award (or provide substitute
Awards at the same or reduced exercise or purchase price or with no exercise
or purchase price, but such price, if any, must satisfy the requirements
which would apply to the substitute or amended Award if it were then
initially granted under this Plan) for the purpose of satisfying changes in
law or for any other lawful purpose, but no such action shall adversely
affect rights under any outstanding Award without the holder's consent.
SECTION 12. STATUS OF PLAN
--------------
With respect to the portion of any Award which has not been exercised and
any payments in cash, Stock or other consideration not received by a
participant, a participant shall have no rights greater than those of a
general creditor of the Company unless the Board shall otherwise expressly
-25-
<PAGE>
determine in connection with any Award or Awards. In its sole discretion,
the Board may authorize the creation of trusts or other arrangements to meet
the Company's obligations to deliver Stock or make payments with respect to
Awards hereunder, provided that the existence of such trusts or other
arrangements is consistent with the foregoing sentence.
SECTION 13. EFFECT OF CERTAIN TRANSACTIONS
------------------------------
In the case of (i) the dissolution or liquidation of the Company, (ii) a
reorganization, merger or consolidation pursuant to a bona fide negotiated
---------
transaction with an unaffiliated third party in which the Company is
acquired by another entity or in which the Company is not the surviving
corporation, or (iii) the sale of all or substantially all of the assets of
the Company to another entity in connection with a bona fide negotiated
---------
transaction with an unaffiliated third party, each outstanding Stock Option
shall terminate on the effective date of such transaction. The Optionee's
right to exercise previously unvested Stock Options under this Section 13
shall be contingent upon the consummation of the transaction giving rise to
termination of any such Stock Option under this Section 13.
SECTION 14. GENERAL PROVISIONS
------------------
(a) No Distribution Compliance with Legal Requirements. The Board may
--------------------------------------------------
require each person acquiring Stock pursuant to an Award to represent to and
agree with the Company in writing that such person is acquiring the shares
without a view to distribution thereof.
No shares of Stock shall be issued pursuant to an Award until all applicable
securities law and other legal and stock exchange or similar requirements
have been satisfied. The Board may require the placing of such stop-orders
and restrictive legends on certificates for Stock and Awards as it deems
appropriate.
(b) Delivery of Stock Certificates. Delivery of stock certificates to
------------------------------
participants under this Plan shall be deemed effected for all purposes when
the Company or a stock transfer agent of the Company shall have mailed such
certificates in the United States mail, addressed to the participant, at the
participant's last known address on file with the Company.
(c) Other Compensation Arrangements; No Enrollment Rights. Nothing
-----------------------------------------------------
contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, including trusts, and such
arrangements may be either generally applicable or applicable only in
specific cases. The adoption of this Plan and the grant of Awards do not
confer upon any employee any right to continued employment with the Company
or any Subsidiary.
-26-
<PAGE>
SECTION 15. EFFECTIVE DATE OF PLAN
----------------------
This Plan shall become effective upon approval by the holders of a majority
of the shares of Stock of the Company entitled to vote at a meeting of
stockholders or by written consent. Subject to such approval by the
stockholders and to the requirement that no Stock may be issued hereunder
prior to such approval, Stock Options and other Awards may be granted
hereunder on and after adoption of this Plan by the Board.
SECTION 16. GOVERNING LAW
-------------
This Plan shall be governed by the law of the State of Delaware
except to the extent such law is preempted by federal law.
SECTION 17. EXCHANGE ACT: RULE 16b-3
-------------------------------------
(a) General. The Plan is intended to comply with Rule 16b-3
--------
("Rule 16b-3") under the Exchange Act from and after the Registration Date.
From and after the Registration Date, any provision inconsistent with Rule
16b-3 (as in effect on the Registration Date) shall, to the extent permitted
by law and determined to be advisable by the Committee (constituted in
accordance with Section 17(b) hereof) or the Board (acting pursuant to
Section 17(c) hereof), be inoperative and void. In addition, from and after
the Registration Date, the provisions set forth in Sections 17(a) through
17(e) shall apply.
(b) Stock Option Committee. From and after the Registration Date, the
-----------------------
Committee appointed pursuant to Section 2(b) hereof shall consist of not
fewer than two members of the Board, neither of whom, during the period of
service on such Committee and the year prior to service on such Committee,
shall have been granted an Option under the Plan or been granted or awarded
an option or other security under any plan of the Company other than as
permitted under Rule 16b-3 and each of whom shall qualify (at the time of
appointment to the Committee and during all periods of service on the
Committee) in all respects as a "disinterested person" as defined in Rule
16b-3.
(c) Action by the Board. From and after the Registration Date, the
--------------------
Board may act under the Plan other than by, or in accordance with the
recommendations of, the Committee, constituted as set forth in Section 17(b)
hereof, only if all members of the Board are "disinterested persons" as
defined in Rule 16b-3.
(d) Additional Restriction on Transfer of Stock. From and after the
--------------------------------------------
Registration Date, no director, officer or other "insider" of the Company
subject to Section 16 of the Exchange Act shall be permitted to sell Stock
(which such "insider" had received upon exercise of an Option) during the
six months immediately following the grant of such Option.
(e) Additional Requirement of Stockholders' Approval. From and after
-------------------------------------------------
the Registration Date, no amendment by the Board shall, without approval by
the affirmative votes of the holders of a majority of the shares present, or
represented, and entitled to vote at a duly held meeting of the stockholders
of the Company at which a quorum is present, either in person or by proxy,
or by written consent in accordance with applicable state law and the
Certificate of Incorporation and Bylaws of the Company, materially increase
the benefits accruing to Section 16 "insiders" under the Plan or take any
other action that would require the approval of such stockholders pursuant
to Rule 16b-3.
-27-
<PAGE>
Exhibit 10.03
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
----------------------------
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
----
<S> <C>
1. PURPOSE 1
2. DEFINITIONS 1
3. ADMINISTRATION 2
4. STOCK SUBJECT TO THE PLAN 2
5. ELIGIBILITY 4
6. OPTION PRICE 4
7. NUMBER OF SHARES AND GRANT DATES 4
8. VESTING OF OPTIONS 4
9. OPTION PERIOD 5
10. TIMING AND METHOD OF EXERCISE 5
11 SERVICE TERMINATION 5
12 RIGHTS IN THE EVENT OF DEATH OR DISABILITY 5
13. NO STOCKHOLDER RIGHTS UNDER OPTION 6
14. CONTINUATION OF SERVICE 6
15. STOCK OPTION AGREEMENT 6
16. WITHHOLDING 6
17. NON-TRANSFERABILITY OF OPTIONS 6
18. USE OF PROCEEDS 7
19. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION 7
20. SECURITIES LAWS 7
21. INDEMNIFICATION 8
23. GOVERNING LAW 8
</TABLE>
<PAGE>
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
----------------------------
AMISYS MANAGED CARE SYSTEMS, INC., a Delaware corporation (the
"Corporation"), sets forth herein the terms of the Directors' Stock Option
Plan (the "Plan") as follows:
1. PURPOSE
1.1 The Plan is intended to attract and retain the best possible
members of the Board and to provide additional incentives to those directors
to promote the success of the Corporation. The Plan provides Eligible
Directors an opportunity to purchase shares of the Stock pursuant to
Options. Options granted under the Plan shall not constitute "incentive
stock options" within the meaning of Section 422 of the Code.
1.2 The Plan is intended to constitute a "formula plan," and
Eligible Directors are intended to qualify as "disinterested administrators"
of other plans maintained by the Corporation, for purposes of Rule 16b-3
under the Exchange Act.
2. DEFINITIONS
For purposes of interpreting the Plan and related documents
(including Stock Option Agreements), the following definitions shall apply:
2.1. "Additional Option" means any Option other than an Initial
Option.
2.2. "Administrator" means the Chief Financial Officer of the
Corporation or such other person as is appointed by the Board to serve as
Administrator.
2.3. "Board" means the board of directors of the Corporation.
2.4. "Code" means the Internal Revenue Code of 1986, as amended.
2.5. "Commencement of Service" means the date of election of the
Eligible Director to his or her first term as a Director.
2.6. "Corporation" means AMISYS Managed Care Systems, Inc., a
Delaware corporation.
2.7. "Effective Date" means the date of adoption of the Plan by
the Board.
2.8. "Eligible Director" means a member of the Board who is not
an officer or employee of the Corporation or any of its subsidiaries.
2.9. "Exchange Act" means the Securities Exchange Act of 1934, as
now in effect or hereafter amended.
2.10. "Exercise Price" means the Option Price multiplied by the
number of shares of Stock purchased pursuant to exercise of an Option.
2.11. "Expiration Date" means the tenth anniversary of the Grant
Date or, if earlier, the termination of the Option pursuant to Section
4.2(c) hereof.
<PAGE>
2.12. "Fair Market Value" means the value of each share of Stock
subject to the Plan determined as follows: If on the Grant Date or other
determination date the Stock is listed on an established national or
regional stock exchange, is admitted to quotation on the National
Association of Securities Dealers Automated Quotation System, or otherwise
is publicly traded on an established securities market, the Fair Market
Value of the Stock shall be the closing price of the Stock on such exchange
or in such market (the highest such closing price if there is more than one
such exchange or market) on the Grant Date or other determination date (or,
if there is no such reported closing price, the Fair Market Value shall be
the mean between the highest bid and lowest asked prices or between the high
and low sale prices on such trading day), or, if no sale of the Stock is
reported for such trading day, on the next preceding day on which any sale
shall have been reported. If the Stock is not listed on such an exchange,
quoted on such system or traded on such a market, Fair Market Value shall be
determined by the Administrator in good faith.
2.13. "Grant Date" means the date on which an Option grant takes
effect pursuant to Section 7 hereof.
2.14. "Initial Option" means an Option received by an Eligible
Director as of such Eligible Director's Commencement of Service.
2.15. "Option" means any option to purchase one or more shares of
Stock pursuant to the Plan, including both Initial Options and Additional
Options.
2.16. "Optionee" means an Eligible Director who holds an Option.
2.17. "Option Period" means the period during which Options may
be exercised as defined in Section 9 hereof.
2.18. "Option Price" means the purchase price for each share of
Stock subject to an Option.
2.19. "Securities Act" means the Securities Act of 1933, as now
in effect or as hereafter amended.
2.20. "Stock" means the Common Stock, par value $0.01 per share,
of the Corporation.
2.21. "Stock Option Agreement" means the written agreement
evidencing the grant of an Option hereunder.
3. ADMINISTRATION
The Plan shall be administered by the Administrator. The
Administrator's responsibilities under the Plan shall be limited to taking
all legal actions necessary to document the Options provided herein, to
maintain appropriate records and reports regarding those Options, and to
take all acts authorized or required by the Plan.
4. STOCK SUBJECT TO THE PLAN
4.1. Options to purchase not more than 300,000 shares of the Stock
may be granted under the Plan. If any Option expires, terminates or is
terminated or canceled for any reason before it is exercised in full, the
shares of Stock that were subject to the unexercised portion of the Option
shall be available for future Options granted under the Plan.
-2-
<PAGE>
4.2(a). If the outstanding shares of Stock are increased or
decreased or changed into or exchanged for a different number or kind of
shares or other securities of the Corporation by reason of any
recapitalization, reclassification, stock split-up, combination of shares,
exchange of shares, stock dividend or other distribution payable on capital
stock, or other increase or decrease in such shares effected without receipt
of consideration by the Corporation, occurring after the Effective Date, the
number and kinds of shares for the purchase of which Options may be granted
under the Plan shall be adjusted proportionately and accordingly by the
Corporation. In addition, the number and kind of shares for which Options
are outstanding shall be adjusted proportionately and accordingly so that
the proportionate interest of the holder of the Option immediately following
such event shall, to the extent practicable, be the same as immediately
prior to such event. Any such adjustment in outstanding Options shall not
change the aggregate Option Price payable with respect to shares subject to
the unexercised portion of the Option outstanding but shall include a
corresponding proportionate adjustment in the Option Price per share.
4.2(b). Subject to Section 4.2(c) hereof, if the Corporation
shall be the surviving corporation in any reorganization, merger or
consolidation of the Corporation with one or more other corporations, any
Option theretofore granted pursuant to the Plan shall pertain to and apply
to the securities to which a holder of the number of shares of Stock subject
to such Option would have been entitled immediately following such
reorganization, merger or consolidation, with a corresponding proportionate
adjustment of the Option Price per share so that the aggregate Option Price
thereafter shall be the same as the aggregate Option Price of the shares
remaining subject to the Option immediately prior to such reorganization,
merger or consolidation.
4.2(c). Upon the dissolution or liquidation of the Corporation,
or upon a merger, consolidation or reorganization of the Corporation with
one or more other corporations in which the Corporation is not the surviving
corporation, or upon a sale of substantially all of the assets of the
Corporation to another corporation, or upon any transaction (including,
without limitation, a merger or reorganization in which the Corporation is
the surviving corporation) approved by the Board which results in any person
or entity owning 80 percent or more of the combined voting power of all
classes of stock of the Corporation, the Plan and all Options outstanding
hereunder shall terminate, except to the extent provision is made in writing
in connection with such transaction for the continuation of the Plan, the
assumption of the Options theretofore granted, or for the substitution for
such Options of new options covering the stock of a successor corporation,
or a parent or subsidiary thereof, with appropriate adjustments as to the
number and kinds of shares and exercise prices, in which event the Plan (if
applicable) and Options theretofore granted shall continue in the manner and
under the terms so provided. In the event of any such termination of the
Plan and Options, each individual holding an Option shall have the right
immediately prior to the occurrence of such termination and during such
period occurring prior to such termination as the Board in its sole
discretion shall determine and designate, to exercise such Option to the
extent that such Option was otherwise exercisable at the time such
termination occurs. The Administrator shall send written notice of an event
that will result in such a termination to all individuals who hold Options
not later than the time at which the Corporation gives notice thereof to its
stockholders.
4.2(d). Adjustments under this Section 4.2 related to stock or
securities of the Corporation shall be made by the Administrator, whose
determination in that respect shall be final and conclusive. No fractional
shares of Stock or units of other securities shall be issued pursuant to any
such adjustment, and any fractions resulting from any such adjustment shall
be eliminated in each case by rounding downward to the nearest whole share
or unit.
4.2(e). The grant of an Option pursuant to the Plan shall not
affect or limit in any way the right or power of the Corporation to make
adjustments, reclassifications, reorganizations or changes of its capital or
business structure or to merge, consolidate, dissolve or liquidate, or to
sell or transfer all of any part of its business or assets.
-3-
<PAGE>
5. ELIGIBILITY
Eligibility under the Plan is limited to Eligible Directors.
6. OPTION PRICE
The Option Price of the Stock covered by each Option granted under
the Plan shall be the greater of the Fair Market Value or the par value of
such Stock on the Grant Date. The Option Price shall be subject to
adjustment as provided in Section 4.2 hereof.
7. NUMBER OF SHARES AND GRANT DATES
Each Eligible Director whose Commencement of Service is before the
Effective Date and who is an Eligible Director on the Effective Date shall
be granted an Initial Option to purchase 3,000 shares of stock as of the
Effective Date. Each Eligible Director whose Commencement of Service is
after the Effective Date shall be granted an Initial Option to purchase
3,000 shares of Stock as of the date of the Eligible Director's Commencement
of Service. Each Eligible Director also shall be granted an Additional
Option to purchase 3,000 shares of Stock immediately after each subsequent
annual meeting of the Corporation's stockholders if the Eligible Director
continues to be an Eligible Director at such time.
8. VESTING OF OPTIONS
8.1 The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Plan or in the Option Agreement
relating to such Option), at any time on or after six months after the Grant
Date of the Option, as set forth in Section 7 above, and prior to the
termination of the Option; provided, that no single exercise of the Option
--------
shall be for less than 100 shares, unless the number of shares purchased is
the total number at the time available for purchase under this Option
8.2 In the event of a Change of Control, all non-vested
Options outstanding under the Plan shall immediately vest. A "Change in
Control" shall be deemed to have occurred if (i) any "person" (as such term
is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act")), becomes, after the date hereof, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Corporation representing twenty
percent (20%) or more of the combined voting power of the Corporation's then
outstanding securities; (ii) during any two (2) year period, individuals who
at the beginning of such period constitute the Board, including for this
purpose any new director whose election resulted from a vacancy on the Board
caused by the mandatory retirement, death, or disability of a director and
was approved by a vote of at least two-thirds (2/3rds) of the directors then
still in office who were directors at the beginning of the period, cease for
any reason to constitute a majority thereof; (iii) the Corporation
consummates a merger or consolidation of the Corporation with or into
another corporation, the result of which is that the stockholders of the
Corporation at the time of the execution of the agreement to merge or
consolidate own less than eighty percent (80%) of the total equity of the
corporation surviving or resulting from the merger or consolidation or of a
corporation owning, directly or indirectly, one hundred percent (100%) of
the total equity of such surviving or resulting corporation; or (iv) the
sale in one or a series of transactions of all or substantially all of the
assets of the Corporation; (v) any person has commenced a tender or exchange
offer, or entered into an agreement or received an option to acquire
beneficial ownership of twenty percent (20%) or more of the total number of
voting shares of the Corporation unless the Board has made a determination
that
-4-
<PAGE>
such action does not constitute and will not constitute a change in the
persons in control of the Corporation.
9. OPTION PERIOD
An Option shall be exercisable only during the Option Period. The
Option Period shall commence six months after the Grant Date and shall end
at the close of business on the Expiration Date.
10. TIMING AND METHOD OF EXERCISE
Subject to Sections 8 and 9 hereof, an Option that is exercisable
hereunder may be exercised by delivery to the Corporation on any business
day, at its principal office addressed to the attention of the Committee, of
written notice of exercise, which notice shall specify the number of shares
for which the Option is being exercised, and shall be accompanied by payment
in full of the Option Price of the shares for which the Option is being
exercised. Payment of the Option Price for the shares of Stock purchased
pursuant to the exercise of an Option shall be made (a) in cash or by check
payable to the order of the Corporation; (b) through the tender to the
Corporation of shares of Stock, which shares shall be valued, for purposes
of determining the extent to which the Option Price has been paid thereby,
at their Fair Market Value on the date of exercise; or (c) by a combination
of the methods described in (a) and (b) hereof. Payment in full of the
Option Price need not accompany the written notice of exercise provided the
notice directs that the Stock certificate or certificates for the shares for
which the Option is exercised be delivered to a licensed broker acceptable
to the Corporation as the agent for the individual exercising the Option
and, at the time such Stock certificate or certificates are delivered, the
broker tenders to the Corporation cash (or cash equivalents acceptable to
the Corporation) equal to the Option Price plus the amount (if any) of
federal and/or other taxes which the Corporation may, in its judgment, be
required to withhold with respect to the exercise of the Option. An attempt
to exercise any Option granted hereunder other than as set forth above shall
be invalid and of no force and effect. Promptly after the exercise of an
Option and the payment in full of the Option Price of the shares of Stock
covered thereby, the individual exercising the Option shall be entitled to
the issuance of a Stock certificate or certificates evidencing such
individual's ownership of such shares.
11. SERVICE TERMINATION
Any Option granted to an Optionee pursuant to the Plan shall
terminate twelve months after the termination of service (a "Service
Termination") of the Optionee in all capacities as an employee and/or
director of the Corporation and all of its affiliated companies, other than
by reason of the death or permanent and total disability of such Optionee,
and such Optionee shall have no further right to purchase shares of Stock
pursuant to such Option.
12 RIGHTS IN THE EVENT OF DEATH OR DISABILITY
12.1. If an Optionee dies while in the service as a director of
the Corporation, the executors or administrators or legatees or distributees
of such Optionee's estate shall have the right (subject to the general
limitations on exercise set forth in Sections 9 above), at any time within
one year after the date of such Optionee's death and prior to termination of
the Option pursuant to Sections 9 above, to exercise any Option held by such
Optionee at the date of such Optionee's death, whether or not such Option
was exercisable immediately prior to such Optionee's death.
-5-
<PAGE>
12.2. If there is a Service Termination by reason of the
permanent and total disability of the Optionee, then such Optionee shall
have the right (subject to the general limitations on exercise set forth in
Section 9 above), at any time within one year after such Service Termination
and prior to termination of the Option pursuant to Section 9 above, to
exercise, in whole or in part, any Option held by such Optionee at the date
of such Service Termination, whether or not such Option was exercisable
immediately prior to such Service Termination. Whether a Service
Termination is to be considered by reason of permanent and total disability
for purposes of this Plan shall be determined by the Board, which
determination shall be final and conclusive.
13. NO STOCKHOLDER RIGHTS UNDER OPTION
Neither an Optionee nor any person entitled to exercise an
Optionee's rights in the event of an Optionee's death shall have any of the
rights of a stockholder with respect to the shares of Stock subject to an
Option except to the extent the certificates for such shares shall have been
issued upon the exercise of the Option.
14. CONTINUATION OF SERVICE
Nothing in the Plan shall confer upon any person any right to
continue as a member of the Board or interfere in any way with the right of
the Corporation to terminate such relationship.
15. STOCK OPTION AGREEMENT
Each Option granted pursuant to the Plan shall be evidenced by a
written Stock Option Agreement notifying the Optionee of the grant and
incorporating the terms of the Plan. The Stock Option Agreement shall be
executed by the Corporation and the Optionee.
16. WITHHOLDING
The Corporation shall have the right to withhold, or require an
Optionee to remit to the Corporation, an amount sufficient to satisfy any
applicable federal, state or local withholding tax requirements imposed with
respect to exercise of Options. To the extent permissible under applicable
tax, securities and other laws, the Optionee may satisfy a tax withholding
requirement by directing the Corporation to apply shares of Stock to which
the Optionee is entitled as a result of the exercise of an Option to satisfy
withholding requirements under this Section 16.
17. NON-TRANSFERABILITY OF OPTIONS
Each Option granted pursuant to the Plan shall, during Optionee's
lifetime, be exercisable only by Optionee, and neither the Option nor any
right thereunder shall be transferable by the Optionee by operation of law
or otherwise other than by will or the laws of descent and distribution, and
shall not be pledged or hypothecated (by operation of law or otherwise) or
subject to execution, attachment or similar processes.
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<PAGE>
18. USE OF PROCEEDS
The proceeds received by the Corporation from the sale of Stock
pursuant to Options granted under the Plan shall constitute general funds of
the Corporation.
19. ADOPTION, AMENDMENT, SUSPENSION AND TERMINATION
19.1. The Plan shall be effective as of the date of adoption by
the Board, subject to stockholders' approval of the Plan within one year of
the Effective Date by a majority of the votes cast at a duly held meeting of
the stockholders of the Corporation at which a quorum representing a
majority of all outstanding stock is present, either in person or by proxy,
and voting on the matter, or by written consent in accordance with
applicable state law and the Certificate of Incorporation and Bylaws of the
Corporation and in a manner that satisfies the requirements of Rule 16b-3(b)
of the Exchange Act; provided, however, that upon approval of the Plan by
-------- -------
the stockholders of the Corporation, all Options granted under the Plan on
or after the Effective Date shall be fully effective as if the stockholders
of the Corporation had approved the Plan on the Effective Date. If the
stockholders fail to approve the Plan within one year of the Effective Date,
any Options granted hereunder shall be null, void and of no effect.
19.2. Subject to the limitation of Section 19.4 hereof, the Board
may at any time suspend or terminate the Plan, and may amend it from time to
time in such respects as the Board may deem advisable, which approval may be
made subject to approval by the Corporation's stockholders.
19.3. No Option may be granted during any suspension or after the
termination of the Plan, and no amendment, suspension or termination of the
Plan shall, without the Optionee's consent, alter or impair any rights or
obligations under any Stock Option Agreement previously entered into under
the Plan. The Plan shall terminate ten years after the Effective Date
unless previously terminated pursuant to Section 4.2 hereof or by the Board
pursuant to this Section 19.
19.4. Notwithstanding the provisions of Section 19.2 hereof, the
Plan shall not be amended more than once in any six-month period other than
to comport with changes in the Code, the Employee Retirement Income Security
Act of 1974, or the rules promulgated thereunder.
20. SECURITIES LAWS
20.1. The Corporation shall not be required to sell or issue any
shares of Stock under any Option if the sale or issuance of such shares
would constitute a violation by the individual exercising the Option or the
Corporation of any provisions of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws
or regulations. Specifically in connection with the Securities Act, upon
exercise of any Option, unless a registration statement under the Securities
Act is in effect with respect to the shares of Stock covered by such Option,
the Corporation shall not be required to sell or issue such shares unless
the Administrator has received evidence satisfactory to the Administrator
that the holder of such Option may acquire such shares pursuant to an
exemption from registration under the Securities Act. Any determination in
this connection by the Administrator shall be final and conclusive. The
Corporation may, but shall in no event be obligated to, register any
securities covered hereby pursuant to the Securities Act. The Corporation
shall not be obligated to take any affirmative action in order to cause the
exercise of an Option or the issuance of shares pursuant thereto to comply
with any law or regulation of any governmental authority. As to any
jurisdiction that expressly imposes the requirement that an Option shall not
be exercisable unless and until the shares of Stock covered by such Option
are registered or are subject to an available exemption from registration,
the exercise of
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<PAGE>
such Option (under circumstances in which the laws of such jurisdiction
apply) shall be deemed conditioned upon the effectiveness of such
registration or the availability of such an exemption.
20.2. The intent of the Plan is to qualify for the exemption
provided by Rule 16b-3 under the Exchange Act. To the extent any provision
of the Plan does not comply with the requirements of Rule 16b-3, it shall be
deemed inoperative and shall not affect the validity of the Plan. In the
event Rule 16b-3 is revised or replaced, the Board of Directors may exercise
discretion to modify the Plan in any respect necessary to satisfy the
requirements of the revised exemption or its replacement.
21. INDEMNIFICATION
21.1. To the extent permitted by applicable law, the
Administrator shall be indemnified and held harmless by the Corporation
against and from any and all loss, cost, liability or expense that may be
imposed upon or reasonably incurred by the Administrator in connection with
or resulting from any claim, action, suit or proceeding to which the
Administrator may be a party or in which the Administrator may be involved
by reason of any action taken or failure to act under the Plan, and against
and from any and all amounts paid by the Administrator (with the
Corporation's written approval) in the settlement thereof, or paid by the
Administrator in satisfaction of a judgment in any such action, suit or
proceeding except a judgment in favor of the Corporation; subject, however,
to the conditions that upon the institution of any claim, action, suit or
proceeding against the Administrator, the Administrator shall give the
Corporation an opportunity in writing, at its own expense, to handle and
defend the same before the Administrator undertakes to handle and defend it
on the Administrator's own behalf. The foregoing right of indemnification
shall not be exclusive of any other right to which such person may be
entitled as a matter of law or otherwise, or any power the Corporation may
have to indemnify the Administrator or hold the Administrator harmless.
21.2. The Administrator and each officer and employee of the
Corporation shall be fully justified in reasonably relying or acting upon
any information furnished in connection with the administration of the Plan
by the Corporation or any employee of the Corporation. In no event shall
any person who is or shall have been the Administrator, or an officer or
employee of the Corporation, be liable for any determination made or other
action taken or any omission to act in reliance upon any such information,
or for any action (including furnishing of information) taken or any failure
to act, if in good faith.
23. GOVERNING LAW
The validity, interpretation and effect of the Plan, and the
rights of all persons hereunder, shall be governed by and determined in
accordance with the laws of Delaware, other than the choice of law rules
thereof.
The Plan was duly adopted and approved by the Board on
April 15, 1996 and was duly approved by the stockholders of the Corporation
on May 30, 1996.
/s/ Robert J. Sullivan
-----------------------------------
Secretary
-8-
<PAGE>
Exhibit 10.14
AMISYS MANAGED CARE SYSTEMS, INC.
1994 EQUITY INCENTIVE PLAN
FORM OF
INCENTIVE STOCK OPTION AGREEMENT
- ---------------------- ---------------
Number of Shares Grant Date
Pursuant to the AMISYS Managed Care Systems, Inc. 1994 Equity Incentive
Plan (the "Plan"), AMISYS Managed Care Systems, Inc. (the "Company") hereby
grants to __________________ (the "Optionee") an option to purchase prior to
____________ ___, ______ (the "Expiration Date") all or any part of _______
shares (the "Option Shares") of the Company's Common Stock, $.001 par value
per share ("Common Stock"), at a price of $19.375 per share and subject to
the terms and conditions set forth hereinafter and in the Plan. This Option
shall be construed in a manner not to qualify it as an incentive stock
option under Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and shall be governed by the laws of the State of Delaware,
except to the extent such law is preempted by federal law. Capitalized terms
not defined herein shall have the meaning set forth in the Plan.
1. Vesting Schedule. Subject to the provisions of Sections 5 hereof
----------------
or the determination of the Company to accelerate the vesting schedule
hereunder, this Option shall become vested and exercisable with respect to
the following number of Option Shares at the following dates:
Number of Option
Date Shares Exercisable
---- ------------------
April 15, 1997 _____ Shares
April 15, 1998 _____ Shares
April 15, 1999 _____ Shares
April 15, 2000 _____ Shares
April 15, 2001 _____ Shares
In any event this Option shall become fully vested and exercisable with
respect to all of the Option Shares five years after the date hereof.
Subject to the provisions of Sections 5 hereof, when this Option is vested
with respect to any of the Option Shares, this Option shall continue to be
exercisable with respect to such Option Shares ("Vested Option Shares") at
any time or times prior to the Expiration Date.
2. Manner of Exercise. The Optionee may exercise this Option only in
------------------
the following manner: From time to time prior to the Expiration Date, the
Optionee may give written notice to the Company of his election to purchase
some or all of the Vested Option Shares purchasable at the time of such
notice, which notice shall specify the number of Option Shares to be
purchased.
Payment of the purchase price for the Option Shares to be purchased may
be made in one or more of the following methods: (a) in cash, by certified
or bank check or other instrument acceptable to the Company; (b) at the
discretion of the Board of Directors (or a committee thereof), in
-1-
<PAGE>
shares of Common Stock that are not then subject to restrictions under any
Company plan and that have been held by the Optionee for at least six (6)
months, such shares to be valued as determined by the Board of Directors of
the Company; (c) by the Optionee delivering to the Company a properly
executed exercise notice together with irrevocable instructions to a broker
to promptly deliver to the Company cash or a certified or bank check payable
and acceptable to the Company to pay the purchase price, provided that in
the event the Optionee chooses to pay the purchase price as provided in this
subsection (c), the Optionee and the broker shall comply with such
procedures and enter into such agreements of indemnity and other agreements
as the Company shall prescribe as a condition of such payment procedure; or
(d) with the consent of the Company, a combination of (a), (b) and (c)
above. Payment instruments will be received subject to collection.
No certificates for the Option Shares so purchased will be issued
to Optionee until the Company has received the full purchase price for such
Option Shares and completed all steps required by law to be taken in
connection with the issuance and sale of the shares, including without
limitation receipt of a representation from the Optionee upon each exercise
of this Option that he is purchasing the Option Shares for his own account
and not with a view to any resale or distribution thereof, the legending of
any certificate representing said shares, and the imposition of a stop
transfer order with respect thereto, to prevent a resale or distribution in
violation of federal or state securities laws. If requested upon the
exercise of the Option, certificates for Option Shares may be issued in the
name of the Optionee jointly with another person or in the name of the
executor or administrator of his estate, and the foregoing representations
shall be modified accordingly. Optionee shall not have the rights of a
stockholder with respect to any Option Shares prior to his acquisition of
such Option Shares upon the exercise of this Option.
3. Non-transferability of Option. Except as otherwise permitted by
-----------------------------
the Board of Directors (or a committee thereof) this Option shall not be
transferable by the Optionee otherwise than by will or by the laws of
descent and distribution, and this Option shall be exercisable during the
Optionee's lifetime only by the Optionee.
4. (a) Compliance with Securities Laws. The Optionee acknowledges
-------------------------------
that the Option Shares have not been registered under the
Securities Act of 1933, as amended (the "Securities Act") or the
securities laws of any state and may not be Transferred except
(a) pursuant to a registration statement with respect to such
Option Shares which is effective under the Securities Act and any
applicable state securities law, or (b) pursuant to an available
exemption from registration under the Securities Act. The
foregoing shall be in addition to the other transfer restrictions
provided for in this Agreement. Each certificate evidencing any of
the Option Shares shall bear such restrictive legends as the
Company shall deem appropriate.
(b) "Market Stand Off" Agreement. The Optionee, if requested
----------------------------
by the Company or any managing underwriter of the Company's
securities, shall agree not to Transfer any Option Shares held by
the Optionee during the period up to 180 days, as requested by the
Company or such underwriter, following the effective date of a
registration statement of the Company filed under the Securities
Act (except for any Option Shares sold pursuant to such
registration statement). Such agreement shall be in writing in
form satisfactory to the Company or such underwriter.
(c) Transfers in Violation of Agreement. It is specifically
-----------------------------------
understood and agreed that the Company may refuse to recognize any
unauthorized transferee as one of its stockholders for any
purpose, including, without limitation, for purposes of dividend
and voting rights, until all applicable provisions of this
Agreement have been complied with.
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<PAGE>
5. Termination of Employment. If the Optionee's employment by the
-------------------------
Company or a Subsidiary (as defined in the Plan) is terminated, the period
within which to exercise the Option may be subject to earlier termination as
set forth below.
(a) Termination Due to Death. If the Optionee's employment
------------------------
terminates by reason of death, any Option held by the Optionee may
be exercised, to the extent exercisable at the date of death, by
the Optionee's legal representative or legatee for a period of six
(6) months from the date of death or until the Expiration Date, if
earlier.
(b) Termination Due to Disability. If the Optionee's employment
-----------------------------
terminates by reason of Disability (as defined in the Plan), any
Option held by the Optionee may be exercised, to the extent
exercisable on the date of termination, for a period of six (6)
months from the date of termination or until the Expiration Date,
if earlier. The death of the Optionee during the six (6) month
period provided in this Section 5(b) shall extend such period for
six (6) months from the date of death or until the Expiration
Date, if earlier.
(c) Other Termination. If the Optionee's employment terminates
-----------------
for any reason other than death, Disability or Cause, and unless
otherwise determined by the Company, any Option held by the
Optionee may be exercised, to the extent exercisable on the date
of termination, for a period of three (3) months from the date of
termination or until the Expiration Date, if earlier.
For this purpose, neither a transfer of employment from the Company to a
Subsidiary (or from a Subsidiary to the Company) nor an approved leave of
absence shall be deemed a "termination of employment."
6. Option Shares. The Option Shares are shares of the Common Stock
-------------
of the Company as constituted on the date of this Option, subject to
adjustment as provided in the Plan.
7. Term. Upon the occurrence of certain transactions specified in
----
Section 13 of the Plan, this Agreement (other than the provisions of
Sections 4 hereof) shall terminate as therein provided. The termination of
this Agreement or any portion hereof shall not affect any agreement executed
by the Optionee pursuant to Section 4(b).
8. No Special Employment Rights. This Option will not confer upon
----------------------------
the Optionee any right with respect to continuance of employment by the
Company or a Subsidiary, nor will it interfere in any way with any right of
the Optionee's employer to terminate the Optionee's employment at any time.
9. Rights as a Shareholder. The Optionee shall have no rights as a
-----------------------
shareholder with respect to any Option Shares unless and until a certificate
or certificates representing such shares are duly issued and delivered to
the Optionee. Except as otherwise expressly provided in the Plan, no
adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
10. (a) Qualification under Section 422. It is understood and
-------------------------------
intended that the Option granted hereunder shall qualify as an
"incentive stock option" as defined in Section 422 of the Code.
Accordingly, the Optionee understands that in order to obtain the
benefits of an incentive stock option under Section 422 of the
Code, no sale or other disposition may be made of any Option
Shares acquired upon exercise of the Option within the one-year
period beginning on the day after the day of the transfer of such
Option Shares to him or her, nor within the two-year period
beginning on the day after the grant of the Option. If the
Optionee intends to dispose or does dispose
-3-
<PAGE>
(whether by sale, gift, transfer or otherwise) of any such Option
Shares within these periods, he or she will notify the Company
within thirty (30) days after such disposition. In addition, no
more than $100,000 of the aggregate fair market value of Stock
Options granted under the Plan may become exercisable for the
first time by the Optionee during any calendar year and be treated
as incentive stock options under Section 422 of the Code.
(b) Tax Withholding. No later than the date as of which part or
---------------
all of the value of this Option or any Option Shares first becomes
includable in the Optionee's gross income for Federal income tax
purposes, the Optionee shall pay to the Company or make
arrangements satisfactory to the Company in accordance with
Section 9 of the Plan regarding payment of any federal, state or
local taxes of any kind, if any, required to be withheld with
respect to such income. The Company shall have, to the extent
permitted by law, the right to deduct any such taxes from any
payment of any kind otherwise due to the Optionee.
(c) The Plan. In the event of any discrepancy or inconsistency
--------
between this Agreement and the Plan, the terms and conditions of
the Plan shall control.
11. Miscellaneous. Notices hereunder shall be mailed or delivered to
-------------
the Company, 30 W. Gude Drive, 5th Floor, Rockville, MD 20850 and shall be
mailed or delivered to Optionee at his address set forth below, or in either
case at such other address as one party may subsequently furnish to the
other party in writing. This Option shall be governed by the laws of the
State of Delaware.
AMISYS MANAGED CARE SYSTEMS, INC.
By:
---------------------------------------
Receipt is acknowledged of the foregoing Option and its terms and
conditions are hereby agreed to:
Optionee
----------------------------------
Address:
----------------------------------
Dated:
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<PAGE>
Exhibit 10.15
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
1. GRANT OF OPTION............................................1
2. PRICE......................................................1
3. EXERCISE OF OPTION.........................................1
3.1 Time of Exercise of Option............................1
3.2 Exercise by Optionee..................................1
3.3 Termination of Option.................................2
3.4 Rights in the Event of Death..........................2
3.5 Rights in the Event of Disability.....................2
3.6 Limitations on Exercise of Option.....................2
3.7 Reduction in Number of Shares Subject to Option.......2
4. METHOD OF EXERCISE OF OPTION...............................2
5. LIMITATIONS ON TRANSFER....................................3
6. RIGHTS AS SHAREHOLDER......................................3
7. EFFECT OF CHANGE OF CONTROL OR CHANGES IN CAPITALIZATION...3
7.1 Changes in Shares.....................................3
7.2 Change of Control.....................................3
7.3 Adjustments...........................................4
8. GENERAL RESTRICTIONS.......................................4
9. DISCLAIMER OF RIGHTS.......................................5
10. INTERPRETATION OF THIS OPTION AGREEMENT...................5
11. GOVERNING LAW.............................................5
12. GRANT DATE................................................5
13. BINDING EFFECT............................................5
14. NOTICE....................................................5
15. ENTIRE AGREEMENT..........................................5
</TABLE>
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<PAGE>
AMISYS MANAGED CARE SYSTEMS, INC.
DIRECTORS' STOCK OPTION PLAN
STOCK OPTION AGREEMENT
----------------------
This Stock Option Agreement (the "Option Agreement") is made as of
the __ day of ____, 199 , by and between AMISYS Managed Care Systems, Inc.
(the "Corporation") and ___________________________, a non-employee director
of the Corporation (the "Optionee").
WHEREAS, the Board of Directors of the Corporation (the "Board")
has duly adopted, and the shareholders of the Corporation have duly
approved, the Directors' Stock Option Plan (the "Plan") which provides for
the grant to non-employee directors of a specified number of options for the
purchase of shares of the Corporation's common stock, $.001 par value (the
"Stock"), subject to shareholder approval of the Plan;
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, the parties hereto do hereby agree as follows:
1. GRANT OF OPTION.
Subject to the terms of the Plan (attached hereto as Exhibit A,
the terms of which are incorporated by reference herein), the Corporation
hereby grants to the Optionee the right and option (the "Option") to
purchase from the Corporation, on the terms and subject to the conditions
hereinafter set forth, 3,000 shares of Stock. This Option shall not
constitute an incentive stock option within the meaning of section 422 of
the Internal Revenue Code of 1986, as amended (the "Code").
2. PRICE.
The purchase price (the "Option Price") for the shares of Stock
subject to the Option granted by this Option Agreement is $_____ per share
(the Fair Market Value on the Grant Date).
3. EXERCISE OF OPTION.
Except as otherwise provided herein, the Option granted pursuant
to this Option Agreement shall be subject to exercise as follows:
3.1 Time of Exercise of Option.
The Optionee may exercise the Option (subject to the
limitations on exercise set forth in this Agreement and in the Plan) any
time beginning six months after the Grant Date of this Option set forth in
Section 12 below.
3.2 Exercise by Optionee.
During the lifetime of the Optionee, only the Optionee (or,
in the event of the Optionee's legal incapacity or incompetency, the
Optionee's guardian or legal representative) may exercise the Option.
<PAGE>
3.3 Termination of Option.
The Option shall terminate upon the expiration of a period
of 10 years from the Grant Date of the Option, as set forth in Section 12
below, or, if earlier, twelve months after Service Termination as defined in
the Plan other than by reason of death.
3.4 Rights in the Event of Death.
If an Optionee dies while in the service as a director of
the Corporation, the executors or administrators or legatees or distributees
of such Optionees' estate shall have the right (subject to the general
limitations on exercise set forth in this Agreement, at any time within one
year after the date of such Optionee's death and prior to termination of the
Option pursuant to this Agreement, to exercise any Option held by such
Optionee at the date of such Optionee's death, whether or n or such Option
was exercisable immediately prior to such Optionee's death.
3.5 Rights in the Event of Disability.
If there is a Service Termination by reason of the
permanent and total disability of the Optionee, then such Optionee shall
have the right (subject to the general limitations on exercise set forth in
this Agreement), at any time within one year after such Service Termination
and prior to termination of the Option pursuant to this Agreement, to
exercise, in whole or in part, any Option held by such Optionee at the date
of such Service Termination, whether or not such Option was exercisable
immediately prior to such Service Termination. Whether a Service Termination
is to be considered by reason of permanent and total disability for purposes
of this Plan shall be determined by the Board of Directors, which
determination shall be final and conclusive.
3.6 Limitations on Exercise of Option.
Notwithstanding the foregoing Subsections of this Section,
in no event may the Option be exercised, in whole or in part, after 10 years
following the date upon which the Option is granted, as set forth in Section
12 below, or after the occurrence of an event which results in termination
of the Option. In no event may the Option be exercised for a fractional
Share or for less than 100 Shares.
3.7 Reduction in Number of Shares Subject to Option.
The number of shares which may be purchased upon exercise
of the Option pursuant to this Section shall be reduced by the number of
shares previously purchased upon exercise of the Option pursuant to this
Section.
4. METHOD OF EXERCISE OF OPTION.
The Option may be exercised to the extent that shares have become
purchasable under the Option, in whole or in part, from time to time, and at
any time prior to expiration or termination of the Option, by making full
payment of the Option Price to the Corporation in any one or more of the
following ways:
(i) in cash, including check, bank draft, or money order; and/or
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<PAGE>
(ii) by the assignment and delivery to the Corporation (or any
other Affiliate designated by the Corporation) of shares of Stock which are
not subject to restriction, are owned by the Optionee free and clear of all
liens and encumbrances and have a fair market value (as determined by the
closing price on the national securities exchange on which the shares of
Stock are listed on the day preceding the day of exercise or by any other
method acceptable to the Committee in its absolute discretion) equal to the
applicable Option Price less any portion thereof paid in cash provided,
--------
however, that any shares of Stock surrendered in payment must have been held
--------
by the Optionee for more than six months at the time of surrender.
5. LIMITATIONS ON TRANSFER.
The Option is not transferable by the Optionee, other than by will
or the laws of descent and distribution in the event of death of the
Optionee and shall not be pledged or hypothecated (by operation of law or
otherwise) or subject to execution, attachment or similar processes.
6. RIGHTS AS SHAREHOLDER.
Neither the Optionee nor any executor, administrator, distributee
or legatee of the Optionee's estate shall be, or have any of the rights or
privileges of, a shareholder of the Corporation in respect of any shares
transferable hereunder unless and until such shares have been fully paid and
certificates representing such shares have been endorsed, transferred and
delivered, and the name of the Optionee (or of such personal representative,
administrator, distributee or legatee of the Optionee's estate) has been
entered as the shareholder of record on the books of the Corporation.
7. EFFECT OF CHANGE OF CONTROL OR CHANGES IN
CAPITALIZATION.
7.1 Changes in Shares.
If the number of outstanding shares of Stock is increased
or decreased or changed into or exchanged for a different number or kind of
stock or other securities of the Corporation by reason of any
recapitalization, reclassification, Stock split, reverse split, combination
of Stock, exchange of Stock, Stock dividend or other distribution payable in
capital stock, or other increase or decrease in such shares effected without
receipt of consideration by the Corporation occurring after the date the
Option is granted, a proportionate and appropriate adjustment shall be made
by the Corporation in the number and kind of shares subject to the Option,
so that the proportionate interest of the Optionee immediately following
such event shall, to the extent practicable, be the same as immediately
prior to such event. Any such adjustment in the Option shall not change the
total Option Price with respect to shares subject to the unexercised portion
of the Option but shall include a corresponding proportionate adjustment in
the Option Price per share.
7.2 Change of Control.
In the event of a Change of Control, all non-vested Options
outstanding under the Plan shall immediately vest. A "Change in Control"
shall be deemed to have occurred if (i) any "person" (as such term is used
in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act")), becomes, after the date hereof, the
"beneficial owner" (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of
-3-
<PAGE>
securities of the Corporation representing twenty percent (20%) or more of
the combined voting power of the Corporation's then outstanding securities;
(ii) during any two (2) year period, individuals who at the beginning of
such period constitute the Board, including for this purpose any new
director whose election resulted from a vacancy on the Board caused by the
mandatory retirement, death, or disability of a director and was approved by
a vote of at least two-thirds of the directors then still in office who were
directors at the beginning of the period, cease for any reason to constitute
a majority thereof; (iii) the Corporation consummates a merger or
consolidation of the Corporation with or into another corporation, the
result of which is that the stockholders of the Corporation at the time of
the execution of the agreement to merge or consolidate own less than eighty
percent (85%) of the total equity of the corporation surviving or resulting
from the merger or consolidation or of a corporation owning, directly or
indirectly, one hundred percent (100%) of the total equity of such surviving
or resulting corporation; or (iv) the sale in one or a series of
transactions of all or substantially all of the assets of the Corporation;
(v) any person has commenced a tender or exchange offer, or entered into an
agreement or received an option to acquire beneficial ownership of twenty
percent (20%) or more of the total number of voting shares of the
Corporation unless the Board has made a determination that such action does
not constitute and will not constitute a change in the persons in control of
the Corporation.
7.3 Adjustments.
Adjustments specified in this Section relating to shares of
Stock or securities of the Corporation shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. No
fractional shares or units of other securities shall be issued pursuant to
any such adjustment, and any fractions resulting from any such adjustment
shall be eliminated in each case by rounding downward to the nearest whole
share or unit.
8. GENERAL RESTRICTIONS.
The Corporation shall not be required to sell or issue any shares
of Stock under the Option if the sale or issuance of such shares would
constitute a violation by the individual exercising the Option or by the
Corporation of any provision of any law or regulation of any governmental
authority, including without limitation any federal or state securities laws
or regulations. If at any time the Corporation shall determine, in its
discretion, that the listing, registration or qualification of any shares of
Stock subject to the Option upon any securities exchange or under any state
or federal law, or the consent or approval of any government regulatory
body, is necessary or desirable as a condition of, or in connection with,
the issuance or purchase of shares hereunder, the Option may not be
exercised in whole or in part unless such listing, registration,
qualification, consent or approval shall have been effected or obtained free
of any conditions not acceptable to the Corporation, and any delay caused
thereby shall in no way affect the date of termination of the Option.
Specifically in connection with the Securities Act of 1933, upon notice of
exercise of any Option, unless a registration statement under such Act is in
effect with respect to the shares covered by such Option, the Corporation
shall not be required to sell or issue such shares unless the Board has
received evidence satisfactory to the Board that the holder of such Option
may acquire such shares pursuant to an exemption from registration under
such Act. Any determination in this connection by the Corporation shall be
final, binding, and conclusive. The Corporation shall not be obligated to
take any affirmative action in order to cause the exercise of the Option or
the issuance of shares of Stock pursuant thereto to comply with any law or
regulation of any governmental authority. As to any jurisdiction that
expressly imposes the requirement that the Option shall not be exercisable
unless and until the shares covered by the Option are registered or are
subject to an available exemption from registration, the exercise of the
Option (under circumstances in which the laws of such jurisdiction apply)
shall be deemed conditioned upon the effectiveness of such registration or
the availability of such an exemption.
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<PAGE>
9. DISCLAIMER OF RIGHTS.
No provision in this Option Agreement shall be construed to confer
upon the Optionee the right to continue as a director of the Corporation.
10. INTERPRETATION OF THIS OPTION AGREEMENT.
All decisions and interpretations made by the Board with regard to
any question arising under the Plan or this Option Agreement shall be
binding and conclusive on the Corporation and the Optionee and any other
person entitled to exercise the Option as provided for herein. In the event
that there is any inconsistency between the provisions of this Option
Agreement and of the Plan, the provisions of the Plan shall govern.
11. GOVERNING LAW.
This Option Agreement is executed pursuant to and shall be
governed by the laws of the State of Maryland (but not including the choice
of law rules thereof).
12. GRANT DATE.
The Grant Date of this Option is May 30, 1996.
13. BINDING EFFECT.
Subject to all restrictions provided for in this Option Agreement
and by applicable law relating to assignment and transfer of this Option
Agreement and the option provided for herein, this Option Agreement shall be
binding upon and inure to the benefit of the parties hereto and their
respective heirs, executors, administrators, successors, and assigns.
14. NOTICE.
Any notice hereunder by the Optionee to the Corporation shall be
in writing and shall be deemed duly given if mailed or delivered to the
Corporation at its principal office, addressed to the attention of the
Corporate Secretary, or if so mailed or delivered to such other address as
the Corporation may hereafter designate by notice to the Optionee. Any
notice hereunder by the Corporation to the Optionee shall be in writing and
shall be deemed duly given if mailed or delivered to the Optionee at the
address specified below by the Optionee for such purpose, or if so mailed or
delivered to such other address as the Optionee may hereafter designate by
written notice given to the Corporation.
15. ENTIRE AGREEMENT.
This Option Agreement and the Plan constitute the entire agreement
and supersedes all prior understandings and agreements, written or oral, of
the parties hereto with respect to the subject matter hereof. Neither this
Option Agreement nor any term hereof may be amended, waived, discharged or
terminated except by a written instrument signed by the Corporation and the
Optionee; provided, however, that the Corporation unilaterally may waive any
-------- -------
provision hereof in writing to the extent that such waiver does not
adversely affect the interests of
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<PAGE>
the Optionee hereunder, but no such waiver shall operate as or be construed
to be a subsequent waiver of the same provision or a waiver of any other
provision hereof.
IN WITNESS WHEREOF, the parties hereto have duly executed this
Option Agreement, or caused this Option Agreement to be duly executed on
their behalf, as of the day and year first above written.
ATTEST: AMISYS MANAGED CARE SYSTEMS, INC.
--------------- By:
--------------------------------
Name:
------------------------------
Title:
-----------------------------
OPTIONEE:
-----------------------------------
Name:
------------------------------
ADDRESS FOR NOTICE TO OPTIONEE:
-----------------------------------
Number Street
-----------------------------------
City State Zip Code
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<PAGE>
Exhibit 23.02
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report, dated February 21, 1996, on our audits
of the balance sheets of AMISYS Managed Care Systems, Inc. ("the Company"),
as of December 31, 1994 and December 31, 1995, and the related statements of
operations, stockholders' equity (deficit) and cash flows for the period
from May 27, 1994 to December 31, 1994 and for the year ended December 31,
1995, respectively, and the statements of operations, stockholder's equity
(deficit) and cash flows of American International Healthcare, Inc.
("AIHI"), a wholly owned subsidiary of American International Group, Inc.,
for the year ended December 31, 1995 and for the period from January 1, 1994
to May 26, 1994 and the related financial statement schedules.
COOPERS & LYBRAND L.L.P.
Washington, D.C.
June 21, 1996
