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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 15, 1997
REGISTRATION STATEMENT NO. 333-
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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DAOU SYSTEMS, INC.
(Name of Small Business Issuer in Its charter)
Delaware 5995 330284454
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Address and telephone number of principal executive offices and
principal place of business)
DANIEL J. DAOU
PRESIDENT
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Name, address and telephone number of Agent for Service)
COPIES TO:
John J. Hentrich, Esq. Frederick T. Muto, Esq.
Carlos D. Heredia, Esq. Jeremy D. Glaser, Esq.
BAKER & MCKENZIE COOLEY GODWARD LLP
101 West Broadway, Twelfth Floor 4365 Executive Drive, Suite 1100
San Diego, California 92101 San Diego, California 92121
(619) 236-1441 (619) 550-6000
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ Registration
Statement No. 333-32873
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED BE REGISTERED (1) UNIT (2) PRICE (1)(2) REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$0.001 per share.......... 419,750 shares $21.00 $8,814,750 $2,675
</TABLE>
(1) Includes 54,750 shares of Common Stock subject to an over-allotment option
granted to the Underwriters.
(2) Estimated solely for the purposes of calculating the registration fee in
accordance with Rule 457(a).
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
In accordance with General Instruction C of Form SB-2 and Rule 462(b)
promulgated under the Securities Act of 1933, as amended, this Registration
Statement incorporates by reference the contents of the Registration
Statement on Form SB-2 (Registration No. 333-32873) (the "SB-2 Registration
Statement"), filed by DAOU Systems, Inc. (the "Company") with the Securities
and Exchange Commission. The SB-2 Registration Statement was declared
effective on August 14, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed its
bank to pay to the Commission the filing fee of $2,675 for the additional
securities being registered hereby as soon as practicable (but in no event
later than the close of business on August 15, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on August 15, 1997.
EXHIBITS
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION
- ----------- -----------
5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Baker & McKenzie -- Included in Exhibit 5.1.
23.2 -- Consent of Ernst & Young LLP, independent accountants.
24.1 -- Power of Attorney -- Included in Exhibit 24.1 to the SB-2
Registration Statement.
2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of San Diego,
State of California on the 14th of August, 1997.
DAOU SYSTEMS, INC.
By: /s/ DANIEL J. DAOU
-------------------------------------
Daniel J. Daou, President
In accordance with the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 14, 1997.
SIGNATURE TITLE
--------- -----
*
------------------- Chief Executive Officer and Chairman of the Board
Georges J. Daou of Directors (Principal Executive Officer)
/s/ DANIEL J. DAOU President and Director
------------------
Daniel J. Daou
/s/ FRED C. MCGEE Senior Vice President, Chief Financial Officer
------------------ and Secretary (Principal Financial and
Fred C. McGee Accounting Officer)
*
------------------ Director
David W. Jahns
*
------------------- Director
Bernard P. McDonagh
*
------------------ Director
John H. Moragne
*By: /s/ DANIEL J. DAOU
-------------------
Daniel J. Daou,
ATTORNEY-IN-FACT
3
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
- ----------- -------
5.1 -- Opinion of Baker & McKenzie.
23.1 -- Consent of Baker & McKenzie -- Included in Exhibit 5.1.
23.2 -- Consent of Ernst & Young LLP, independent accountants.
24.1 -- Power of Attorney -- Included in Exhibit 24.1 to the SB-2
Registration Statement.
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EXHIBIT 5.1
August 14, 1997
DAOU Systems, Inc.
5120 Shoreham Place
San Diego, CA 92122
Ladies and Gentlemen:
We have acted as counsel to DAOU Systems, Inc., a Delaware corporation (the
"Company"), in connection with its filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
of a Registration Statement on Form SB-2 (the "Registration Statement"),
covering up to 365,000 shares of the Company's Common Stock, par value $0.001
per share ("Common Stock"), and up to 54,750 additional shares of Common Stock
subject to an over allotment option granted to the underwriters (collectively,
the "Shares").
We have examined the originals, or photostatic or certified copies, of such
records of the Company, certificates of officers of the Company and of public
officials, and such other documents as we have deemed relevant and necessary as
the basis of the opinion set forth below. In such examination, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as photostatic or certified copies and the authenticity of the originals
of such copies.
Based upon our examination, we are of the opinion that the Shares have been
validly authorized and will, when sold as contemplated by the Registration
Statement, be legally issued, fully paid and non-assessable.
We express no opinion as to the applicability of, compliance with, or effect of
federal law or the law of any jurisdiction other than the General Corporation
Law of the State of Delaware.
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Page 2
DAOU Systems, Inc.
August 14, 1997
We hereby consent to the use of our opinion as herein set forth as an exhibit to
the Registration Statement and to the use of our name under the caption "Legal
Matters" in the prospectus forming a part of the Registration Statement. This
consent is not to be construed as an admission that we are a person whose
consent is required to be filed with the Registration Statement under the
provisions of the Securities Act.
Very truly yours,
BAKER & MCKENZIE
/s/ BAKER & McKENZIE
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EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" and
"Consolidated Selected Financial Data" and to the incorporation by reference
in this Registration Statement (Form SB-2), filed pursuant to Rule 462(b) for
the registration of 419,750 shares of common stock of DAOU Systems, Inc., of
our report dated July 9, 1997, included in the Registration Statement (Form
SB-2 No. 333-32873) and the related Prospectus of DAOU Systems, Inc. filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
San Diego, California
August 14, 1997
