<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 2, 1999
REGISTRATION NO. 333-
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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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HEALTH SYSTEMS DESIGN CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3235734
(STATE OR JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
1330 BROADWAY, OAKLAND, CA 94612
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
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HEALTH SYSTEMS DESIGN CORPORATION
1996 OMNIBUS EQUITY INCENTIVE PLAN
(FULL TITLE OF THE PLAN)
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RUSSELL J. HARRISON
PRESIDENT AND CHIEF EXECUTIVE OFFICER
HEALTH SYSTEMS DESIGN CORPORATION
1330 BROADWAY, SUITE 1200
OAKLAND, CA 94612
(510) 763-2629
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENT FOR SERVICE)
COPY TO:
JOHN F. SEEGAL, ESQ.
ORRICK, HERRINGTON & SUTCLIFFE LLP
400 SANSOME STREET
SAN FRANCISCO, CA 94111
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE MAXIMUM OFFERING MAXIMUM REGISTRATION
TITLE OF SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE* AGGREGATE FEE*
OFFERING PRICE*
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<S> <C> <C> <C> <C>
Common Stock, and Options to
Purchase Common Stock 150,000 shares $4.375 $656,250 $182.44
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</TABLE>
* Estimated solely for the purpose of calculating the registration fee
on the basis of $4.375 per share, the average of the high and low
prices for the Common Stock on May 26, 1999 as reported by The
Nasdaq Stock Market.
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<PAGE>
PART II - INFORMATION REQUIRED PURSUANT TO
GENERAL INSTRUCTION E TO FORM S-8
GENERAL INSTRUCTION E INFORMATION
This Registration Statement is being filed for the purpose of
increasing the number of securities of the same class as other securities for
which a Registration Statement of Health Systems Design Corporation (the
"Company") on Form S-8 relating to the Health Systems Design Corporation 1996
Omnibus Equity Incentive Plan (the "Plan") is effective.
The Company's Form S-8 Registration Statements, filed with the
Securities and Exchange Commission on March 8, 1996 (File No. 333-02112), May 8,
1997 (File No. 333-36725) and April 3, 1998 (File No. 333-49341), are hereby
incorporated by reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Securities
and Exchange Commission are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K (File No.
000-27502) for the fiscal year ended September 30, 1998.
(b) The Company's Quarterly Report on Form 10-Q (File No.
000-27502) for the quarter ended December 31, 1998.
(c) The Company's Quarterly Report on Form 10-Q (File No.
000-27502) for the quarter ended March 31, 1999.
(d) The description of the Company's Common Stock contained
in the Company's Registration Statement on Form 8-A relating thereto,
including any amendment or report filed for purposes of updating such
description.
All documents filed by the Company after the date of this
registration statement pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Securities Exchange Act of 1934 shall be deemed incorporated by reference in
this Registration Statement and to be a part hereof from the date of filing such
documents until a post-effective amendment to this Registration Statement is
filed which indicates that all securities being offered hereby have been sold or
which deregisters all securities then remaining unsold.
<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 Oakland, State of California on the 27th day of
April, 1999.
HEALTH SYSTEMS DESIGN CORPORATION
(Registrant)
/s/ Russell J. Harrison
---------------------------------------
Russell J. Harrison
President and Chief
Executive Officer
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Principal Executive Officer:
/s/ Russell J. Harrison President and Chief April 27, 1999
- ---------------------------- Executive Officer
Russell J. Harrison
Principal Financial Officer:
/s/ Steven L. Moore Executive Vice President and April 27, 1999
- ---------------------------- Chief Financial Officer
Steven L. Moore
Principal Accounting Officer:
/s/ Steven J. Correia Vice President April 27, 1999
- ---------------------------- and Controller
Steven J. Correia
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DIRECTORS:
Signature Title Date
--------- ----- -----
<S> <C> <C>
/s/ Russell J. Harrison Director April 27, 1999
- ----------------------------
Russell J. Harrison
/s/ Richard C. Auger Director April 27, 1999
- ----------------------------
Richard C. Auger
/s/ Catherine C. Roth Director April 27, 1999
- ----------------------------
Catherine C. Roth
/s/ Christopher J. Herron Director April 27, 1999
- ----------------------------
Christopher J. Herron
/s/ J. Matthew Mackowski Director April 27, 1999
- ----------------------------
J. Matthew Mackowski
/s/ Arthur M. Southam Director April 27, 1999
- ----------------------------
Arthur M. Southam
</TABLE>
<PAGE>
EXHIBIT INDEX
5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.
23.1 Consent of Independent Public Accountants.
23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in
Exhibit 5.1 to this Registration Statement.
99.1 Amendment No. 3 to the Health Systems Design Corporation 1996 Omnibus
Equity Incentive Plan dated January 28, 1999.
<PAGE>
EXHIBIT 5.1
June 2, 1999
Health Systems Design Corporation
1330 Broadway
Oakland, CA 94612
Re: Registration Statement on Form S-8/
Health Systems Design Corporation
1996 Omnibus Equity Incentive Plan, as Amended
Ladies and Gentlemen:
At your request, we are rendering this opinion in connection with
the proposed issuance pursuant to the Health Systems Design Corporation 1996
Omnibus Equity Incentive Plan, as amended (the "Plan"), of up to 150,000
additional shares of common stock, $0.001 par value ("Common Stock"), of Health
Systems Design Corporation, a Delaware corporation (the "Company").
We have examined instruments, documents, and records which we
deemed relevant and necessary for the basis of our opinion hereinafter
expressed. In such examination, we have assumed the following: (a) the
authenticity of original documents and the genuineness of all signatures;
(b) the conformity to the originals of all documents submitted to us as copies;
and (c) the truth, accuracy and completeness of the information, representations
and warranties contained in the records, documents, instruments and certificates
we have reviewed.
Based on such examination, we are of the opinion that the 150,000
additional shares of Common Stock to be issued by the Company pursuant to the
Plan are validly authorized shares of Common Stock and, when issued in
accordance with the provisions of the Plan, will be legally issued, fully paid
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
this Registration Statement on Form S-8. In giving such consent, we do not
consider that we are "experts" within the meaning of such term as used in the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission issued thereunder, with respect to any part
of the Registration Statement, including this opinion as an exhibit or
otherwise.
Very truly yours,
/s/ Orrick, Herrington & Sutcliffe LLP
ORRICK, HERRINGTON & SUTCLIFFE LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Form S-8 Registration Statement of Health Systems Design
Corporation of our report dated November 13, 1998, included in Health Systems
Design Corporation Form 10-K for the year ended September 30, 1998, and to all
references to our Firm included in this Registration Statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
San Francisco, California
May 25, 1999
<PAGE>
EXHIBIT 99.1
AMENDMENT NO. 3 TO THE
HEALTH SYSTEMS DESIGN CORPORATION
1996 OMNIBUS EQUITY INCENTIVE PLAN
HEALTH SYSTEMS DESIGN CORPORATION, having adopted the Health
Systems Design Corporation 1996 Omnibus Equity Incentive Plan, as amended by
Amendment No. 1 effective February 24, 1997 and Amendment No. 2 effective
February 9, 1998 (the "Plan"), hereby amends the Plan, effective as of January
28, 1999, by deleting the numeral 1,400,000 from the first sentence of
Section 4.1 and substituting the numeral 1,550,000 therefor.
IN WITNESS WHEREOF, Health Systems Design Corporation, by its
duly authorized officer, has executed this Amendment No. 3 on the date indicated
below.
HEALTH SYSTEMS DESIGN CORPORATION
Dated: April 27, 1999 By /s/ Russell J. Harrison
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Title: President and Chief Executive Officer
