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Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Transition Systems, Inc.
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(Exact name of issuer as specified in its charter)
Massachusetts 04-2887598
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
One Boston Place, Boston, Massachusetts 02108
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(Address of principal executive offices) (Zip Code)
TRANSITION SYSTEMS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Robert F. Raco
President and Chief Executive Officer
Transition Systems, Inc.
One Boston Place
Boston, Massachusetts 02108
(617) 723-4222
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(Name and address, including zip code, and
telephone number, including area code, of agent for service)
WITH A COPY TO:
Donald R. Ware, Esquire
Robert W. Sweet, Jr., Esquire
Foley, Hoag & Eliot LLP
One Post Office Square
Boston, Massachusetts 02109
(617) 832-1000
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CALCULATION OF REGISTRATION FEE
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Proposed
Title of Proposed Maximum
Securities Amount Maximum Aggregate Amount of
to be to be Offering Price Offering Registration
Registered Registered Per Share Price Fee
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Common Stock 300,000 $22.00(1) $6,600,000(1) $2,275.86(1)
(par value $0.01) shares
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(1) Estimated pursuant to Rules 457(c) and (h) based on 85% of the average
of the high and low prices of the Common Stock as reported on the National
Association of Securities Dealers Automated Quotation National Market System on
August 14, 1996.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Securities and Exchange Commission
(the "Commission") are incorporated in this Registration Statement by reference:
(a) the Prospectus dated April 18, 1996 of Transition Systems, Inc. (the
"Company" or the "Registrant") included in the Company's Registration Statement
on Form S-1, File No. 333-01758 as declared effective by the Commission on April
18, 1996;
(b) the description of the Company's Common Stock contained in the
Registration Statement on Form 8-A filed with the Commission on April 10, 1996
under Section 12 of the Securities Exchange Act of 1934, including any amendment
or description filed for the purpose of updating such description;
(c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended March 30, 1996, as filed with the Commission on May 31, 1996; and
(d) the Company's Quarterly Report on Form 10-Q for the Quarterly Period
ended June 30, 1996, as filed with the Commission on August 9, 1996.
All documents subsequently filed by the Company 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 securities offered have
been sold or which deregisters all securities 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.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the securities registered hereby is being passed upon for
the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article 6 of the Company's Amended and Restated Articles of Organization
provides that a director shall not have personal liability to the Company or its
stockholders for monetary damages arising out of the director's breach of
fiduciary duty as a director of the Company, to the maximum extent permitted by
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Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts
Business Corporation Law provides that the articles of organization of a
corporation may state a provision eliminating or limiting the personal liability
of a director to a corporation or its stockholders for monetary damages for
breach of fiduciary duty as a director, provided, however, that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts of omissions not in good faith or which involve intentional misconduct or
knowing violation of law, (iii) under section 61 or 62 of the Massachusetts
Business Corporation Law dealing with liability for unauthorized distributions
and loans to insiders, respectively, or (iv) for any transaction from which the
director derived an improper personal benefit.
The Company's Amended and Restated By-Laws further provide that the Company
shall, to the fullest extent authorized by Chapter 156B of the Massachusetts
General Laws, indemnify each person who is, or shall have been, a director or
officer of the Company or who is or was a director or employee of the Company
and is serving, or shall have served, at the request of the Company, as director
or officer of another organization or in any capacity with respect to any
employee benefit plan of the Company, against all liabilities and expenses
(including judgments, fines, penalties, amounts paid or to be paid in
settlement, and reasonable attorneys' fees) imposed upon or incurred by any such
person in connection with, or arising out of, the defense or disposition of any
action, suit or other proceeding whether civil or criminal, in which they may be
involved by reason of being or having been such a director or officer or as a
result of service with respect to any such employee benefit plan. Section 67 of
Chapter 156B of the Massachusetts General Laws authorizes a corporation to
indemnify its directors, officers, employees and other agents unless such person
shall have been adjudicated in any proceeding not to have acted in good faith in
the reasonable belief that such action was in the best interests of the
corporation or, to the extent such matter related to service with respect to an
employee benefit plan, in the best interests of the participants or
beneficiaries of such employee benefit plan.
The effect of these provisions would be to permit indemnification by the
Company for, among other liabilities, liabilities arising out of the Securities
Act of 1933.
Section 67 of the Massachusetts Business Corporation Law also affords a
Massachusetts corporation the power to obtain insurance on behalf of its
directors and officers against liabilities incurred by them in those capacities.
The Company has procured a directors' and officers' liability and company
reimbursement liability insurance policy that (i) insures directors and officers
of the Company against losses (above a
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deductible amount) arising from certain claims made against them by reason of
certain acts done or attempted by such directors or officers and (ii) insures
the Company against losses (above a deductible amount) arising from any
such claims, but only if the Company is required or permitted to indemnify such
directors or officers for such losses under statutory or common law or under
provisions of the Company's Amended and Restated Articles of Organization or
Restated By-Laws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 Specimen certificate for the Common Stock (included as Exhibit 4.1 to
the Company's Registration Statement on Form S-1, Registration Number
333-01758, and incorporated herein by reference)
4.2 Transition Systems, Inc. 1996 Employee Stock Purchase Plan (included as
Exhibit 10.2 to the Company's Registration Statement on Form S-1,
Registration No. 333-01758 and incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature page)
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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 Boston, Massachusetts, on this 16th day of August,
1996.
TRANSITION SYSTEMS, INC.
By: /s/ Robert F. Raco
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Robert F. Raco
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears
below constitutes and appoints Robert E. Kinney and Paula J. Malzone, and each
of them, true and lawful attorneys-in-fact and agents with full power of
substitution, for and in name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with all exhibits thereto, and all
documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorneys-in-fact and agents, and each of them, full power
and authority to do and perform each and every act and thing which they, or any
of them, may deem necessary or advisable to be done in connection with this
Registration Statement, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or any substitute or substitutes
for any or all of them, may lawfully do or cause to be done by virtue hereof.
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.
Signature Title Date
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/s/ Robert F. Raco President and Chief August 16, 1996
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Robert F. Raco and Director (Principal
Executive Officer)
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Signature Title Date
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/s/ Robert E. Kinney Chief Financial Officer August 16, 1996
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Robert E. Kinney
/s/ Paula J. Malzone Treasurer August 16, 1996
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Paula J. Malzone
/s/ Patrick T. Hackett Director August 14, 1996
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Patrick T. Hackett
/s/ Robert S. Hillas Director August 16, 1996
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Robert S. Hillas
/s/ Peter Van Etten Director August 14, 1996
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Peter Van Etten
/s/ Allen F. Wise Director August 14, 1996
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Allen F. Wise
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EXHIBIT INDEX
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Exhibit
No. Description Page
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4.1 Specimen certificate for the Common Stock
(included as Exhibit 4.1 to the Company's
Registration Statement on Form S-1, Registration
Number 333-01758, and incorporated herein by
reference)
4.2 Transition Systems, Inc. 1996 Employee Stock Purchase
Plan (included as Exhibit 10.2 to the Company's
Registration Statement on Form S-1, Registration
No. 333-01758 and incorporated herein by reference)
5.1 Opinion of Counsel
23.1 Consent of Independent Accountants
23.2 Consent of Counsel (included in Exhibit 5.1)
24.1 Power of Attorney (contained on the signature
page)
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Exhibit 5.1
August 19, 1996
Transition Systems, Inc.
One Boston Place, 27th Floor
Boston, Massachusetts 02108
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by Transition Systems, Inc., a
Massachusetts corporation (the "Company") with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. The S-8 Registration
Statement relates to the proposed offering by the Company of 300,000 shares (the
"Shares") of its Common Stock, par value $0.01 per share (the "Common Stock"),
issuable pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Stock
Purchase Plan").
In arriving at the opinion expressed below, we have examined and relied
upon the following documents:
(1) the Amended and Restated Articles of Organization of the Company;
(2) the Amended and Restated By-Laws of the Company;
(3) the records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company; and
(4) the Stock Purchase Plan.
In addition, we have examined and relied upon the originals or copies certified
or otherwise identified to our satisfaction of all such corporate records of the
Company and such other instruments and other certificates of public officials,
officers and representatives of the Company and such other persons, and we have
made such investigations of law, as we have deemed appropriate as a basis for
the opinion expressed below.
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EXHIBIT 5.1
Transition Systems, Inc.
August 19, 1996
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Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of the Shares
in accordance with the S-8 Registration Statement. The Company has taken all
necessary corporate action required to authorize the issuance and sale of the
Shares. When certificates for the Shares have been duly executed and
counter-signed, and delivered against due receipt of the exercise price for the
Shares as described in the Stock Purchase Plan, the Shares will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the S-8
Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ ROBERT W. SWEET, JR.
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A Partner
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement
on Form S-8 of our report dated November 17, 1995 (except as to the information
presented in Notes 8 and 13 for which the dates are February 26, 1996 and
January 24, 1996, respectively) on our audit of the consolidated financial
statements of Transition Systems, Inc., which report is included in the
Registration Statement on Form S-1 (SEC File No. 333-01758) of Transition
Systems, Inc.
COOPERS & LYBRAND L.L.P.
Boston, Massachusetts
August 15, 1996
