As filed with the Securities and Exchange Commission on December 17, 1997
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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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MEDICUS SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 36-4056769
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
One Rotary Center, Suite 1111
Evanston, Illinois 60201
(Address of Principal Executive Offices)
1996 C.E.O. REPLACEMENT STOCK OPTION PLAN
1996 C.E.O. SPECIAL STOCK OPTION PLAN
1997 EMPLOYEE STOCK OPTION AND RESTRICTED STOCK PLAN
1997 DIRECTORS' STOCK OPTION PLAN
(Full title of the plans)
Medicus Systems Corporation Bell, Boyd & Lloyd
One Rotary Center, Suite 111 Three First National Plaza
Evanston, Illinois 60201 Chicago, Illinois 60602
Attention: Daniel P. DiCaro Attention: William G. Brown
(847) 570-7500 (312) 372-1121
(Name, address and telephone number of agents for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share Price Fee
Common Stock, 745,400 $5.9664(2) $4,447,375(2) $1,347.69(2)
$.01 par value 62,600 $7.1563(3) $ 447,981(3) $ 135.75(3)
(1) The registration statement also includes an indeterminate number of
additional shares that may become issuable under the antidilution and
other adjustment provisions of the plans pursuant to Rule 416(a) of the
Securities Act of 1933.
(2) Based on the average exercise price of currently outstanding options
covering 745,400 shares of Common Stock.
(3) In accordance with Rule 457(h), calculated on the basis of the high and
low sale prices of the Registrant's Common Stock as quoted in the
consolidated reporting system of the Nasdaq National Market on December
12, 1997, as reported by The Wall Street Journal (Midwest Edition).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement on Form S-8 relates to the registration of shares of
common stock of Medicus Systems Corporation (the "Registrant"), par value $.01
per share (the "Common Stock").
The Registrant incorporates herein by reference the following documents in this
registration statement:
(a) The Registrant's annual report on Form 10-K for the fiscal year ended
May 31, 1997 (File No. 0-27614);
(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all Common Stock of the
Registrant offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers Delaware
corporations to indemnify any director or officer against expenses, judgments,
fines and settlements actually and reasonably incurred by such person in
connection with any action, suit or proceeding, if such director or officer
acted in good faith and in a manner such person reasonably believed to be in or
not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe his or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable for negligence in the performance of his or her duty to the
corporation, unless the court determines that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expense that the court shall deem proper. Said section further provides that to
the extent that any such person is successful on the merits or otherwise in
defense of any action such director or officer shall be indemnified against
expenses actually and reasonably incurred by him or her.
Article SEVENTH of the Registrant's Restated Certificate of Incorporation
provides as follows:
SEVENTH: (1) Each person who is or was a director or officer
of the Corporation or a subsidiary of the Corporation and each person
who serves or served at the request of the Corporation as a director or
officer of another corporation, partnership, joint venture, trust or
other enterprise (and the heirs, executors, administrators and estates
of any such persons), shall be indemnified by the Corporation in
accordance with, and to the fullest extent authorized by, the
provisions of the General Corporation Law of the State of Delaware as
it may from time to time be amended. Each person who is or was an
employee or agent of the Corporation or a subsidiary of the
Corporation, and each person who serves or has served at the request of
the Corporation as an employee or agent of another corporation,
partnership, joint venture, trust or other enterprise (and the heirs,
executors, administrators and estates of such persons), may be
similarly indemnified at the discretion of the Board of Directors.
(2) No director shall be personally liable to the Corporation
or its stockholders for monetary damages for any breach of fiduciary
duty by such director as a director. Notwithstanding the foregoing
sentence, a director shall be liable to the extent provided by
applicable law (i) for breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of
law, (iii) pursuant to Section 174 of the Delaware General Corporation
Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
(3) No amendment to or repeal of this Article SEVENTH shall
apply to or have any effect on the right to indemnification or
liability or alleged liability of any person who is or was a director
or officer of the Corporation or a subsidiary of the Corporation or any
person who serves or served at the request of the Corporation as
director or officer of another corporation, partnership, joint venture,
trust or other enterprise (or the heirs, executors, administrators and
estates of any such persons), for or with respect to any acts or
omissions of such person occurring prior to such amendment.
Article VII, Section 5, of the Registrant's by-laws provides as follows:
Section 5. Indemnification of Directors, Officers and Others.
Each person who is or was a director or officer of the Corporation or a
subsidiary of the Corporation and each person who serves or served at
the request of the Corporation as a director or officer (or equivalent)
of another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of any
such persons), shall be indemnified by the Corporation in accordance
with, and to the fullest extent authorized by, the provisions of the
General Corporation Law of the State of Delaware as it may from time to
time be amended, except as to any action, suit or proceeding brought by
or on behalf of the director or officer of the Corporation without
prior approval of the board of directors. Each person who is or was an
employee or agent of this Corporation, and each person who serves or
has served as an employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, may be similarly indemnified
at the discretion of the board of directors. The indemnification
provided by this section 5 shall not be deemed exclusive of any other
rights to which a person seeking indemnification may be entitled under
any by-law, agreement, vote of stockholders or disinterested directors
or otherwise, both as to action in his or her official capacity and as
to action in another capacity while holding such office. The
Corporation shall have power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation, as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against him or her and incurred by him
or her in any such capacity, or arising out of his or her status as
such, whether or not the Corporation would have the power to indemnify
him or her against such liability under the provisions of this by-law
or the Delaware General Corporation Law.
The Registrant has entered into an indemnification contract with each
of its officers and directors that provides for the prompt
indemnification of such persons "to the fullest extent permitted by
law" against expenses, judgments, fines, penalties and settlements paid
or incurred in connection with investigating, defending, being a
witness in, or participating in (including on appeal), any threatened,
pending, or completed action, suit or proceeding or any inquiry or
investigation related to the fact that the Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Registrant or
was serving in a similar capacity at the Registrant's request with
another corporation, partnership, joint venture, employee benefit plan,
trust, or other enterprise or by reason of any act or omission by the
Indemnitee in any such capacity. The obligation of the Registrant to
indemnify an Indemnitee under the contract is subject to the condition
that the reviewing party (a person or body consisting of a director or
directors appointed by the Board of Directors who is not a party to the
claim for which indemnification is being sought) shall not have
determined that the Indemnitee would not be permitted to be indemnified
under applicable law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement which are required by Item 601 of
Regulation S-K are listed in the Index to Exhibits set forth elsewhere in this
registration statement.
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 this 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 this registration statement;
and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
this registration statement or any material change to
such information in this registration statement.
<PAGE>
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 this 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.
(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 Securities Exchange Act of 1934 (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) 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)-(g) Not applicable.
(h) 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 of 1933 and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of 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 Securities Act of 1933
and will be governed by the final adjudication of such issue.
(i)-(j) Not applicable.
<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 Evanston, State of Illinois, on December 12, 1997.
MEDICUS SYSTEMS CORPORATION
By /s/ Patrick C. Sommers
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Patrick C. Sommers
Chairman, 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 date indicated.
/s/ Patrick C. Sommers Chairman of the Board of December 12, 1997
- ----------------------- Directors, President and
Patrick C. Sommers Chief Executive Officer
(Principal Executive Officer)
/s/ Daniel P. DiCaro Vice President and December 12, 1997
- ----------------------- Chief Financial Officer
Daniel P. DiCaro (Principal Financial and
Accounting Officer)
/s/ William G. Brown Secretary and Director December 12, 1997
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William G. Brown
/s/ Dorsey R. Gardner
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Dorsey R. Gardner Director December 12, 1997
/s/ Jon E.M. Jacoby
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Jon E.M. Jacoby Director December 12, 1997
/s/ Richard C. Jelinek
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Richard C. Jelinek Director December 12, 1997
/s/ John P. Kunz
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John P. Kunz Director December 12, 1997
/s/ Risa Lavizzo-Mourey
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Risa Lavizzo-Mourey Director December 12, 1997
/s/ Gail L. Warden
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Gail L. Warden Director December 12, 1997
<PAGE>
INDEX TO EXHIBITS
The following are filed as part of this registration statement.
Exhibit
Number Description of Document
4 (a) Amended and Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 4(a) to the Registrant's
registration statement on Form S-8, registration number 333-3028).
4 (b) By-laws of the Registrant (incorporated by reference to Exhibit 3(b)
to the Registrant's registration statement on Form 10, File
No. 0-27614).
5 Opinion of Bell, Boyd & Lloyd.
15 None.
23 (a) Consent of Price Waterhouse LLP.
23 (b) Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
24 None.
Exhibit 5
[LETTERHEAD OF BELL, BOYD & LLOYD]
December 12, 1997
Medicus Systems Corporation
One Rotary Center, Suite 1111
Evanston, IL 60201
Medicus Systems Corporation
1996 C.E.O. Replacement Stock Option Plan
1996 C.E.O. Special Stock Option Plan
1997 Employee Stock Option and Restricted Stock Plan
and 1997 Directors' Stock Option Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Medicus Systems Corporation, a Delaware
corporation (the "Company"), in connection with the preparation, execution and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers 808,000 shares of common stock, par
value $.01 per share, of the Company (the "Shares"), offered under the Company's
1996 C.E.O. Replacement Stock Option Plan, 1996 C.E.O. Special Stock Option
Plan, 1997 Employee Stock Option and Restricted Stock Plan, and 1997 Directors'
Stock Option Plan (the "Plans"). We have examined originals, or copies certified
or otherwise identified to our satisfaction, of the Plans and such other
documents, corporate and other records, certificates and other papers as we
deemed it necessary to examine for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and
legally existing under the law of the State of
Delaware.
2. The Company has taken all action necessary to
authorize (i) the Plans, (ii) the offer for sale of
the Shares pursuant to the Plans, and (iii) the
issuance of shares of its common stock, par value
$.01 per share, in accordance with the Plans.
3. The Shares, when issued in accordance with the Plans
will, upon such issuance, constitute legally issued,
fully paid and nonassessable shares of common stock,
par value $.01 per share, of the Company.
We hereby consent to the filing of this Opinion Letter as an exhibit to the
Registration Statement for the registration of the Shares under the Securities
Act of 1933. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933.
Very truly yours,
/s/ Bell, Boyd & Lloyd
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Bell, Boyd & Lloyd
Exhibit 23 (a)
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 23, 1997, appearing on page F-2
of Medicus Systems Corporation's annual report on Form 10-K for the fiscal year
ended May 31, 1997 (File No. 0-27614).
/s/ PRICE WATERHOUSE LLP
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Price Waterhouse LLP
Chicago, Illinois
December 12, 1997
