As filed with the Securities and Exchange Commission on December 26, 2000
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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DAOU SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0284454
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5120 SHOREHAM PLACE 92122
SAN DIEGO, CALIFORNIA (Zip Code)
(Address of principal executive offices)
DAOU SYSTEMS, INC. 1996 STOCK OPTION PLAN
(Full title of the plan)
JAMES T. ROBERTO
PRESIDENT AND CHIEF EXECUTIVE OFFICER
DAOU SYSTEMS, INC.
5120 SHOREHAM PLACE
SAN DIEGO, CALIFORNIA 92122
(619) 452-2221
(Name, address, and telephone number,
including area code, of agent for service)
WITH A COPY TO:
ALAN HARVEY
BAKER & MCKENZIE
1301 MCKINNEY STREET, SUITE 3300
HOUSTON, TEXAS 77010
(713) 427-5000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<S> <C> <C> <C> <C>
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TITLE OF EACH CLASS OF PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
REGISTERED (1) REGISTERED (1) SECURITY (2) PRICE (2) FEE
------------------------------------- ----------------- -------------------- -------------------- ------------------
Common Stock, $.001 par value per 1,000,000 Shares $ 35/64 $546,875 $137.00
share
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</TABLE>
(1) These shares represent shares of common stock of DAOU Systems,
Inc. (the "Company"), $.001 par value per share (the "Common Stock"),
which have come available for issuance under the DAOU Systems, Inc.
1996 Stock Option Plan, as amended (the "Plan"), as a result of an
amendment approved by the Company's stockholders at the Annual Meeting
of Stockholders held May 31, 2000 increasing the number of shares
subject to the Plan from 4,000,000 to 5,000,000. Pursuant to Rule 416
promulgated under the Securities Act of 1933, as amended (the
"Securities Act"), there are also being registered such additional
shares of Common Stock as may become issuable pursuant to the
anti-dilution provisions of the Plan.
(2) Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) promulgated under the Securities
Act on the basis of the average of the high and low sale prices of the
Common Stock on December 20, 2000, as reported on the Nasdaq Stock
Market.
THE 1,000,000 SHARES OF COMMON STOCK REGISTERED HEREBY ARE BEING
REGISTERED TO INCREASE THE NUMBER OF REGISTERED SHARES OF COMMON STOCK AVAILABLE
FOR ISSUANCE UNDER THE PLAN. PURSUANT TO INSTRUCTION E OF FORM S-8, THE CONTENTS
OF THE COMPANY'S REGISTRATION STATEMENTS ON FORM S-8 AS FILED WITH SECURITIES
AND EXCHANGE COMMISSION ON JUNE 20, 1997, REGISTRATION NO. 333-29745, AND JULY
24, 1998, REGISTRATION NO. 333-59795, ARE INCORPORATED BY REFERENCE.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of San Diego, State of California, on December 22, 2000.
DAOU SYSTEMS, INC.
By: /s/ JAMES T. ROBERTO
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Name: JAMES T. ROBERTO
Title: President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
hereby authorizes and appoints Georges J. Daou and James T. Roberto, and each of
them, either one of whom may act without joinder of the other, as his
attorney-in-fact to sign on his behalf individually and in the capacity stated
below all amendments and post-effective amendments to this Registration
Statement as that attorney-in-fact may deem necessary or appropriate.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ GEORGES J. DAOU Chairman of the Board December 22, 2000
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GEORGES J. DAOU
/s/ JAMES T. ROBERTO President, Chief Executive Officer, and December 22, 2000
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JAMES T. ROBERTO Director (Principal Executive Officer)
/s/ NEIL R. CASSIDY Executive Vice President, Chief Financial December 22, 2000
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NEIL R. CASSIDY Officer, and Secretary (Principal Financial
and Accounting Officer)
Director December 22, 2000
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DAVID W. JAHNS
Director December 22, 2000
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KEVIN M. FICKENSCHER
/s/ LARRY D. GRANDIA Director December 22, 2000
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LARRY D. GRANDIA
</TABLE>
-3-
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER 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
23.3 Consent of Deloitte & Touche LLP
24.1 Power of Attorney (see signature pages of Registration Statement)
