<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 9, 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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HEALTHEON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 94-3236644
(STATE OF INCORPORATION) (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
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4600 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
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1996 STOCK PLAN
ACTAMED CORP. 1993 CLASS B COMMON STOCK OPTION PLAN
ACTAMED CORP. 1994 STOCK OPTION PLAN
ACTAMED CORP. 1995 STOCK OPTION PLAN
ACTAMED CORP. 1996 STOCK OPTION PLAN
ACTAMED CORP. 1997 STOCK OPTION PLAN
1998 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
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W. MICHAEL LONG
CHIEF EXECUTIVE OFFICER
HEALTHEON CORPORATION
4600 PATRICK HENRY DRIVE
SANTA CLARA, CA 95054
(408) 876-5000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
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Copy to:
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LARRY W. SONSINI, ESQ. JACK DENNISON
DANIEL R. MITZ, ESQ. VICE PRESIDENT AND GENERAL COUNSEL
MARK L. REINSTRA, ESQ. HEALTHEON CORPORATION
WILSON SONSINI GOODRICH & ROSATI 4600 PATRICK HENRY DRIVE
PROFESSIONAL CORPORATION SANTA CLARA, CA 95054
650 PAGE MILL ROAD (408) 876-5000
PALO ALTO, CA 94304
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE PER OFFERING REGISTRATION
REGISTERED REGISTERED(1) SHARE PRICE FEE
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Common Stock, par value $0.0001
To be issued for options under the 1996 Stock Plan.... 13,828,715 shares $49.552(2) $116,565,467 $32,405
To be issued for options under the ActaMed Corp. 1993
Class B Common Stock Option Plan...................... 366,104 shares $ 0.37 (3) $ 135,337 $ 37
To be issued for options under the ActaMed Corp. 1994
Stock Option Plan..................................... 832,931 shares $ 2.076(4) $ 1,729,481 $ 480
To be issued for options under the ActaMed Corp.
1995 Stock Option Plan............................... 192,956 shares $ 3.237(5) $ 624,599 $ 173
To be issued for options under the ActaMed Corp. 1996
Stock Option Plan..................................... 245,190 shares $ 3.237(6) $ 793,680 $ 220
To be issued for options under the ActaMed Corp. 1997
Stock Option Plan..................................... 209,485 shares $ 3.667(7) $ 768,181 $ 213
To be issued under the 1998 Employee Stock Purchase
Plan.................................................. 1,000,000 shares $ 6.80 (8) $ 6,800,000 $ 1,890
TOTAL 16,675,381 SHARES $127,416,745 $35,422
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(1) For the sole purpose of calculating the registration fee, the number of
shares to be registered under this Registration Statement has been broken
down into seven subtotals.
(2) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average of (i) the
weighted average exercise price of $4.958 per share covering outstanding
options under the 1996 Stock Plan to purchase 12,617,748 shares and
(ii) $44.594 per share (the average of the high and the low prices of
the Registrant's Common Stock on August 3, 1999) for 1,210,967 shares.
(3) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $0.37 per share covering outstanding options under the ActaMed
Corp. 1993 Class B Common Stock Option Plan to purchase 366,104
shares.
(4) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $2.076 per share covering outstanding options under the ActaMed
Corp. 1994 Stock Option Plan to purchase 832,931 shares.
(5) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $3.237 per share covering outstanding options under the ActaMed
Corp. 1995 Stock Option Plan to purchase 192,956 shares.
(6) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $3.237 per share covering outstanding options under the ActaMed
Corp. 1996 Stock Option Plan to purchase 245,190 shares.
(7) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $3.667 per share covering outstanding options under the ActaMed
Corp. 1997 Stock Option Plan to purchase 209,485 shares.
<PAGE> 3
(8) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on $6.80 per share, which is 85% of
the fair market value of the Registrant's Common Stock on February 10,
1999 (equal to the price to the public as set forth in the final
prospectus for the Registrant's initial public offering). Pursuant to the
1998 Employee Stock Purchase Plan, shares are sold at 85% of the lesser
of the fair market value of such shares on the first day of an offering
period or last day of the applicable purchase period.
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HEALTHEON CORPORATION
REGISTRATION STATEMENT ON FORM S-8
PART II
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
There are hereby incorporated by reference into this Registration
Statement the following documents and information heretofore filed by Healtheon
Corporation (the "Registrant") with the Securities and Exchange Commission (the
"Commission"):
(a) The Registrant's Prospectus dated February 10, 1999 as filed by the
Registrant pursuant to Rule 424(b) promulgated under the Securities Act of 1933,
as amended (the "Securities Act").
(b) The Registrant's Form 10-Q for the period ended March 31, 1999 as
filed on May 17, 1999 pursuant to Section 13 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
(c) The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed on February 8, 1999
pursuant to Section 12(g) of the Exchange Act, 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 Exchange Act, 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.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Reference is made to Article V of the Amended and Restated Certificate
of Incorporation of the Registrant filed as Exhibit 3.2 incorporated by
reference; Article VI of the Bylaws of the Registrant filed as Exhibit 3.4
incorporated by reference; Section 145 of the Delaware General Corporation Law;
and indemnification agreements entered into between the Company and its officers
and directors which, among other things, and subject to certain conditions,
authorize the Company to indemnify, or indemnify by their terms, as the case may
be, the directors and officers of the Company against certain liabilities and
expenses incurred by such persons in connection with claims made by reason of
their being such a director or officer.
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The Company has obtained directors and officers insurance providing
indemnification for certain of the Company's directors, officers, affiliates,
partners or employees for certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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EXHIBIT
NUMBER DESCRIPTION
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3.2* Amended and Restated Certificate of Incorporation
3.4* Bylaws
5.1 Opinion of counsel as to legality of securities being registered.
10.2* 1996 Stock Plan
10.3* ActaMed Corp. 1997 Stock Option Plan
10.4* ActaMed Corp. 1996 Stock Option Plan
10.5* ActaMed Corp. 1995 Stock Option Plan
10.6* ActaMed Corp. 1994 Stock Option Plan
10.7* ActaMed Corp. 1993 Class B Common Stock Option Plan
10.29* 1998 Employee Stock Purchase Plan
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
23.4 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (see signature page)
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-70553), which was declared effective on
February 10, 1999.
ITEM 9. UNDERTAKINGS.
(a) The Registrant hereby undertakes:
(i) To file, during any period which offers or sales are being
made, a post-effective amendment to this registration
statement to include any material information with respect
to the plan of distribution not previously disclosed in the
registration statement or any material change to such
information in the registration statement.
(ii) That, for the purpose of determining any liability under
the Securities Act, each 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.
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(iii) 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 Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing
of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the 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) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to law, the
Registrant's Amended and Restated Certificate of Incorporation,
Bylaws or indemnification agreements, 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 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 a successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered hereunder, 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 of whether such indemnification by it
is against public policy as expressed in the Securities Act and
will be governed by the final adjudication of such issue.
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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 Santa Clara, State of California, on this 9th day
of August, 1999.
HEALTHEON CORPORATION
By: /s/ JOHN L. WESTERMANN III
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John L. Westermann III
Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jack Dennison and John L. Westermann III,
and each of them, as his attorney-in-fact, with full power of substitution in
each, for him in any and all capacities to sign any amendments to this
registration statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his substitutes, may 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.
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SIGNATURE TITLE DATE
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/s/ W. MICHAEL LONG August 9, 1999
- ------------------------------- Chief Executive Officer and Director
W. Michael Long (Principal Executive Officer)
August 9, 1999
/s/ JOHN L. WESTERMANN III Chief Financial Officer (Principal Financial
- ------------------------------- Officer and Accounting Officer)
John L. Westermann III
- ------------------------------- Director
James H. Clark
- ------------------------------- Director
L. John Doerr
/s/ THOMAS A. JERMOLUK August 9, 1999
- ------------------------------- Director
Thomas A. Jermoluk
/s/ C. RICHARD KRAMLICH August 9, 1999
- ------------------------------- Director
C. Richard Kramlich
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/s/ WILLIAM W. MCGUIRE, M.D. August 9, 1999
- ------------------------------- Director
William W. McGuire, M.D.
/s/ LAURA D'ANDREA TYSON August 9, 1999
- ------------------------------- Director
Laura D'Andrea Tyson
/s/ TADATAKA YAMADA, M.D. August 9, 1999
- ------------------------------- Director
Tadataka Yamada, M.D.
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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3.2* Amended and Restated Certificate of Incorporation
3.4* Bylaws
5.1 Opinion of counsel as to legality of securities being registered
10.2* 1996 Stock Plan
10.3* ActaMed Corp. 1997 Stock Option Plan
10.4* ActaMed Corp. 1996 Stock Option Plan
10.5* ActaMed Corp. 1995 Stock Option Plan
10.6* ActaMed Corp. 1994 Stock Option Plan
10.7* ActaMed Corp. 1993 Class B Common Stock Option Plan
10.29* 1998 Employee Stock Purchase Plan
23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (contained in
Exhibit 5.1)
23.2 Consent of Ernst & Young LLP, independent auditors
23.3 Consent of Deloitte & Touche LLP, independent auditors
23.4 Consent of Deloitte & Touche LLP, independent auditors
24.1 Power of Attorney (see signature page)
</TABLE>
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* Incorporated by reference to the Registrant's Registration Statement on
Form S-1, as amended (No. 333-70553), which was declared effective on
February 10, 1999.
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EXHIBIT 5.1
August 9, 1999
Healtheon Corporation
4600 Patrick Henry Drive
Santa Clara, CA 95054
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about August 9, 1999 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of an aggregate of 16,675,381 shares of
Common Stock, par value $0.0001 (the "Shares"), reserved for issuance pursuant
to the 1996 Stock Plan, ActaMed Corp. 1993 Class B Common Stock Option Plan,
ActaMed Corp. 1994 Stock Option Plan, ActaMed Corp. 1996 Stock Option Plan,
ActaMed Corp. 1997 Stock Option Plan and the 1998 Employee Stock Purchase Plan
(together, the "Plans"). As your legal counsel, we have examined the proceedings
taken and are familiar with the proceedings proposed to be taken by you in
connection with the sale and issuance of the Shares under the Plans.
It is our opinion that the Shares will be, when issued and sold in the
manner referred to in the Plans, legally and validly issued, fully paid and
nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement and any subsequent amendment thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
<PAGE> 1
EXHIBIT 23.2
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1996 stock Plan, Actamed Corp. 1992 Stock Option Plan,
Actamed Corp. 1993 Class B Common Stock Option Plan, Actamed Corp. 1994 Stock
Option Plan, Actamed Corp. 1995 Stock Option Plan. Actamed Corp. 1996 Stock
Option Plan, Actamed Corp. 1996 Director Stock Option Plan as amended, Actamed
Corp. 1997 Stock Option Plan and the 1998 Employee Stock Purchase Plan of our
report dated February 16, 1999, with respect to the consolidated financial
statements of Healtheon Corporation for the year ended December 31, 1998
included in its Annual Report on Form 10-K, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
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ERNST & YOUNG LLP
Palo Alto, California
August 3, 1999
<PAGE> 1
EXHIBIT 23.3
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Healtheon Corporation on Form S-8 of our report dated June 20, 1997 (September
26, 1998 as to Note 1-Net Loss per Common Share, paragraph 2 and Note
2-Acquisition of EDI Services, Inc., paragraph 4) related to the consolidated
financial statements of ActaMed Corporation and subsidiary as of and for the two
year period ended December 31, 1996 (the consolidated financial statements for
1996 were not separately presented therein) appearing in the Prospectus of
Healtheon Corporation dated February 10, 1999 included in Amendment No. 2 to
Registration Statement No. 333-70553.
/s/ DELOITTE & TOUCHE LLP
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Atlanta, Georgia
August 3, 1999
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Healtheon Corporation on Form S-8 of our report dated April 4, 1996 related to
the statements of divisional net loss and United HealthCare Corporation's
("United") net investment and of divisional cash flows of EDI Services Group
(formally a Division of United) for the year ended December 31, 1995 appearing
in the Prospectus of Healtheon Corporation dated February 10, 1999, included in
Amendment No. 2 to Registration Statement No. 333-70553.
/s/ DELOITTE & TOUCHE LLP
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Minneapolis, Minnesota
August 3, 1999
