<PAGE>
As filed with the Securities and Exchange Commission on June 14, 1996
Registration No. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------
SUNQUEST INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 86-0378223
(State of Incorporation) (I.R.S. Employer Identification No.)
4801 East Broadway Boulevard, Tucson, Arizona 85711
(Address of principal executive offices) (Zip Code)
-----------------
SUNQUEST INFORMATION SYSTEMS, INC.
Employee Stock Purchase Plan
(Full title of the plan)
------------------
Dr. Sidney A. Goldblatt, President
Sunquest Information Systems, Inc.
4801 East Broadway Boulevard
Tucson, Arizona 85711
(Name and address of agent for service)
(520) 570-2000
(Telephone number, including area code, of agent for service)
--------------------
Copy to:
Michael M. Lyons, Esq.
Klett Lieber Rooney & Schorling
40th Floor, One Oxford Centre
Pittsburgh, Pennsylvania 15219
--------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================
Proposed Proposed
Amount maximum maximum
Title of securities to be offering price aggregate Amount of
to be registered registered per share* offering price* registration fee
- ---------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.. 450,000 shs. $15.469 $6,961,050 $2,401
=============================================================================================
</TABLE>
*Estimated solely for the purpose of computing the registration fee pursuant to
Rule 457(h)(1), based on the average of the reported high and low selling
prices of the Common Stock on June 10, 1996.
[The Prospectus included herein contains the Form S-3 information required by
General Instruction C.1. for Form S-8 in order for affiliates to use the
Prospectus in reoffering or reselling stock acquired by them pursuant to this
Registration Statement]
<PAGE>
CROSS REFERENCE SHEET
(Form S-3)
<TABLE>
<CAPTION>
Item Number and Caption Prospectus Caption or Location
- ------------------------------------------------ ----------------------------------
<S> <C>
1. Forepart of Registration Statement
and Outside Front Cover Page
of Prospectus................................ Outside front cover page
2. Inside Front and Outside
Back Cover Pages of Prospectus............... Available Information, Documents
Incorporated Herein By Reference,
Outside back cover page
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed
Charges...................................... Risk Factors
4. Use of Proceeds.............................. The Plan - General
5. Determination of Offering Price.............. The Plan - Purchase and
Delivery of Stock
6. Dilution..................................... Not Applicable
7. Selling Security Holders..................... Selling Securityholders
8. Plan of Distribution......................... Outside front cover page
9. Description of Securities to be Registered... Description of Capital Stock
10. Interests of Named Experts and Counsel....... Legal Matters
11. Material Changes............................. Not Applicable
12. Incorporation of Certain Information
by Reference................................. Documents Incorporated Herein
By Reference
13. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.................................. Description of Capital Stock
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
PROSPECTUS
- --------------------------------------------------------------------------------
SUNQUEST INFORMATION SYSTEMS, INC.
Common Stock
(No Par Value)
----------
450,000 Shares
Offered Under The
EMPLOYEE STOCK PURCHASE PLAN
----------
This Prospectus relates to the offer and sale of up to 450,000 shares
of Common Stock, no par value ("Common Stock"), of Sunquest Information Systems,
Inc. (the "Company") to employees of the Company pursuant to the Company's
Employee Stock Purchase Plan (the "Plan"). Employees who are "affiliates" of the
Company (as defined in Rule 405 under the Securities Act of 1933, as amended)
may use this Prospectus for the reoffer and resale of such shares in brokers'
transactions on the Nasdaq National Market, in privately negotiated
transactions, or otherwise, and may be deemed to be "underwriters" as defined in
the Securities Act of 1933, as amended, with respect to such reoffers or
resales. Prior to June 1997, the amount of Common Stock that may be reoffered or
resold by an affiliate by means of this Prospectus may not exceed, during any
three month period, the greater of (i) one percent of the outstanding shares of
Common Stock or (ii) the average weekly trading volume of the Common Stock
during the four calendar weeks preceding such offer or sale. The Company will
receive none of the proceeds from such resales.
The Common Stock is listed and quoted on the Nasdaq National Market
(Symbol: SUNQ). The Company's principal executive offices are located at 4801
East Broadway Boulevard, Tucson, Arizona 85711 and its telephone number is
(520) 570-2000.
----------
The Common Stock offered hereby involves a high degree of risk.
See "Risk Factors" herein.
-----------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE NOR HAS THE
COMMISSION OR ANY STATE PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is June 14, 1996
<PAGE>
RISK FACTORS
Risk factors that should be considered carefully before purchasing
shares of Common Stock are described under "Risk Factors" in the Company's
Prospectus dated May 31, 1996, which is incorporated herein by reference.
Some of the more important risk factors are summarized below. Reference is
made to the May 31, 1996 Prospectus for a more complete description of the
risk factors, the summary provided below being qualified in its entirety by
such reference.
Dependence on Single Product. To date, the Company has derived
substantially all of its revenues from sales of laboratory information
systems ("LISs") and related implementation support services. The Company
expects that it will continue to derive a significant portion of its total
revenues for the foreseeable future from sales of LISs and related
implementation and support services. Accordingly, any factor adversely
affecting sales of LISs could have a material adverse effect on the
Company's business and results of operations. The Company's target market
for its LISs, consisting primarily of large and mid-sized hospitals, is
characterized by a high degree of market penetration. Competitive
pressures or other factors, including the Company's efforts to expand its
LIS offerings to new markets, may result in significant price decreases
that could have a material adverse effect on the Company's business and
results of operations. There can be no assurance that the Company will be
able to sustain or increase the level of revenues from sales of its LISs on
an annual or quarterly basis.
Dependence on Successful Introduction of Clinical Repository Systems.
The Company's future success will depend to a significant degree upon its
ability to complete the development of, and successfully market, its suite
of clinical repository systems ("CRSs"). There can be no assurance that
the Company will be successful in completing the development of its CRSs or
that the Company will successfully hire and train additional sales and
marketing personnel to promote its CRSs. A significant number of vendors
are currently offering or developing versions of CRSs, and any significant
delay in the scheduled development of the Company's CRSs could have a
material adverse effect on the Company's ability to compete successfully in
the emerging clinical repository marketplace. Moreover, there is a wide
variation in the approach and functionality of CRSs currently being offered
or developed by vendors, such as using internet technology to create a
single patient's clinical information repository; no assurance can be given
that the Company's CRSs, if successfully developed, will achieve and
maintain marketplace acceptance. If the Company's CRSs are not developed
substantially on schedule, do not perform substantially as expected or are
not accepted in the marketplace, the Company's business and results of
operations will be materially adversely affected.
Historical Decline in Revenues. The Company has experienced declining
revenues in each of the last two years, which the Company believes was
primarily attributable to a number of factors, including (i) reductions in
hardware manufacturers' list pricing; (ii) uncertainty in the health care
community relative to the extent of possible government intervention in the
existing health care financing system; (iii) a reallocation of Company
resources from site installations to research and development activities
focused on enhancing existing products and developing new systems; and (iv)
restructuring within the Company related to its management and to its sales
and marketing department. There can be no assurance that factors such as
these will not occur in the future and will not have a material adverse
effect on the Company's business and results of operations.
Significant Fluctuations in Quarterly Operating Results; Revenue
Recognition Policy. The Company's quarterly revenues and results of
operations have varied significantly as a result of a number of factors,
including (i) the volume and timing of systems sales and installations;
(ii) the timing of client
2
<PAGE>
acceptances; (iii) the length and complexity of the systems sales and
installation cycles; (iv) seasonal buying trends as a result of clients'
annual purchasing and budgeting practices; and (v) the Company's sales
commission practices. The Company expects that these variations will
continue for the foreseeable future. The Company recognizes revenues from
the software portion of system sales on a percentage-of-completion method
based upon completion of specified milestones. As a result, the timing of
revenue recognition varies considerably and could be impeded by a number of
factors, including availability of Company personnel, the Company's need to
allocate system installation resources to other installations or to
research and development activities, availability of client personnel and
other resources, and complexity of the clients' needs and delays imposed by
clients. Any delays in progress toward completing a system installation
could reduce the revenues recognized in any given period and could have a
material adverse effect on the Company's business and results of
operations. Because a significant percentage of the Company's expenses,
particularly employee compensation, is relatively fixed, variations in the
timing of system sales and installations can cause significant variations
in operating results from quarter to quarter. If revenues are below
expectations in any period, the Company's inability to adjust spending to
compensate fully for the lower revenues may magnify the adverse effect of
such a shortfall on the Company's results of operations. Accordingly, the
Company believes that period-to-period comparisons of revenue and results
of operations are not necessarily meaningful and should not be relied upon
as indicators of future performance.
Competition. The markets for health care information systems ("HCISs"),
including the markets for the Company's information systems, are highly
competitive. Most of the Company's revenues are derived from lengthy,
competitive procurement processes managed by sophisticated purchasers that
extensively investigate and compare HCISs offered by the Company and its
competitors. The Company believes that the principal competitive factors
influencing the market for HCISs include vendor and product reputation,
product architecture, functionality and features, ease of use, rapidity of
implementation, quality of client support, product performance and price.
There can be no assurance that the Company will be able to compete
successfully with respect to any of such factors. The market for clinical
repository products is in an early stage, and a significant number of
vendors are currently offering or developing competitive versions of CRSs.
Many of the Company's current and potential competitors have significantly
greater financial, managerial, development, technical, marketing and sales
resources than the Company and may be able to devote those resources to
develop and introduce CRSs more rapidly than the Company or CRSs with
significantly greater functionality than, and superior overall performance
to, those offered by the Company. These competitors may also be able to
initiate and withstand significant price decreases more effectively than
the Company. Moreover, the continuing consolidation of hospitals and other
health care providers has resulted in fewer individual purchasing
decisions, a trend that may favor larger vendors with greater numbers of
hospitals currently under contract. There can be no assurance that the
Company will be able to develop new or improved HCISs and services in a
timely and cost effective manner or that the Company's current and future
HCISs and services will achieve and maintain market acceptance.
Rapid Technological Change and Dependence on New Product Development,
Enhancement and Acceptance. The HCIS market is characterized by rapid
technological advances, frequent new product introductions and evolving
industry standards that are outside the control of the Company. The
development and sale of additional applications is a principal means of
competition in the HCIS market. Advances in both hardware and software
technology, including the introduction of new hardware platforms, new
programming languages and new software applications, will require the
Company to make significant ongoing expenditures for research and
development in order to adapt the Company's existing and subsequently
introduced HCISs to such new technologies and to take advantage of the
benefits they
3
<PAGE>
offer. For the foreseeable future, the Company intends to continue to
devote substantial financial, managerial and personnel resources to its
product development efforts. The development of new and enhanced HCISs is
a complex and uncertain process requiring high levels of innovation and the
accurate anticipation of technological and market trends, and from time to
time the Company has experienced delays in introducing new HCISs and HCIS
enhancements. The Company intends to migrate its products to Windows-based
and other operating systems over the next few years. The inability to
accomplish this migration or any significant delay in such migration may
have an adverse effect on the Company's business and results of operations.
The failure of the Company to develop and introduce new HCISs and HCIS
enhancements successfully or the failure to respond effectively to
technological changes could have a material adverse effect on the Company's
business and results of operations.
Dependence on Key Personnel; Management of Changing Business. The
Company's future success depends to a significant extent upon Dr. Sidney A.
Goldblatt, the President and Chief Executive Officer of the Company, the
Company's other executive officers, and certain other technical, managerial
and marketing personnel. Dr. Goldblatt, 61, is a co-founder of the Company
and has served as the principal executive officer of the Company since
1986. The Company believes that its results of operations in 1994 were
adversely affected by changes in the management of the Company. The loss
of the services of any of the Company's executive officers or other key
personnel could have a material adverse effect on the Company's business
and results of operations. The Company's ability to manage growth,
particularly in the clinical repository market, will require it to continue
to attract, motivate and retain additional highly skilled managerial,
technical and marketing personnel, including experienced CPR sales
personnel as well as software developers and systems architects.
Competition for such personnel is intense, and there can be no assurance
that the Company will be successful in attracting, motivating and retaining
the personnel required to maintain and improve its business and results of
operations.
Possible Volatility of Stock Price. The Company completed its initial
public offering of Common Stock in June 1996. There is no assurance that
an active trading market in the Common Stock will be sustained. In recent
years, the stock market in general, and the shares of software technology
companies in particular, have experienced extreme price fluctuations that
are often unrelated to the operating performance of such companies. These
broad market and industry fluctuations may adversely affect the market
price of the Common Stock. The Company also believes that factors such as
quarterly fluctuations in its revenues or results of operations, general
conditions in the information technology services industry and
announcements of new products or services by the Company or its competitors
may cause the market price of the Common Stock to fluctuate significantly.
THE EMPLOYEE STOCK PURCHASE PLAN
General
The Employee Stock Purchase Plan (the "Plan") was adopted by the Board
of Directors of the Company (the "Board") and approved by the shareholders
on March 25, 1996. The purpose of the Plan is to encourage stock ownership
by eligible employees of the Company and its subsidiaries by providing them
with an opportunity to purchase Common Stock. Up to 450,000 shares of
Common Stock may be issued under the Plan, subject to adjustment for any
changes in the capital structure of the Company. The Plan is not subject
to any provisions of the Employee Retirement Income Security Act of 1974.
The net proceeds to the Company from the sale of Common Stock under the
Plan will be used for general corporate purposes.
4
<PAGE>
The Board may amend the Plan at any time and for any reason, provided
that no amendment shall be effective without the prior approval of the
shareholders if such amendment requires shareholder approval in order for
the Plan to continue to qualify under Rule 16b-3 of the Securities and
Exchange Commission (the "Commission"). Unless earlier terminated by the
Board, the Plan will terminate upon the earlier of (i) the date on which
all or substantially all of the shares of Common Stock available for issue
under the Plan have been purchased or (ii) March 25, 2016.
Administration
The Plan is to be administered by the Board or by a committee of two or
more directors appointed by the Board (the "Administrators"). The members
of the committee serve at the discretion of the Board. The Administrators
have sole authority, in their absolute discretion, to (i) interpret the
Plan, (ii) prescribe rules and regulations relating to the Plan, (iii)
correct any defect, supply any omission or reconcile any inconsistency in
the Plan and (iv) make all other determinations necessary or advisable for
the administration of the Plan. All decisions, determinations and
interpretations made by the Administrators shall be binding and conclusive
on all interested parties, including participants in the Plan and their
legal representatives, heirs and beneficiaries.
As of the date of this Prospectus, the Administrators are Dr. Sidney A.
Goldblatt, President, Chief Executive Officer and a principal shareholder
of the Company, and Bradley L. Goldblatt, Treasurer and a principal
shareholder of the Company. Bradley L. Goldblatt is Dr. Sidney A.
Goldblatt's son. Neither Dr. Goldblatt nor Bradley Goldblatt is eligible
to participate in the Plan.
Eligibility
Participation in the Plan is open to all employees of the Company and
its subsidiaries who are regularly scheduled to work more than 20 hours per
week and have completed at least one year of service, except those who own
(or as a result of participation in the Plan would own) shares possessing
five percent or more of the total combined voting power or value of all
outstanding shares of all classes of equity securities of the Company, as
determined under Section 424 of the Internal Revenue Code of 1986, as
amended (the "Code"). An employee may not participate in an Offering under
the Plan if such participation would permit his or her rights to purchase
Common Stock under the Plan and any similar employee stock purchase plans
of the Company and its subsidiaries to accrue at a rate which exceeds
$25,000 in fair market value of Common Stock for the calendar year in which
the Offering is made, as determined under Section 423 of the Code.
Participation
An eligible employee may elect to participate in the Plan by completing
an election form authorizing payroll deductions and filing such election
form with the Company at least ten days prior to the commencement date for
the particular Offering in which the employee wishes to participate, or by
such other time as may be determined by the Administrators. Payroll
deductions will commence on the commencement date of the selected Offering
and end on the termination date of the selected Offering, unless the
employee has withdrawn, as described below. Participation in one Offering
neither limits nor requires participation in any other Offering, although
an employee may elect to participate in all future Offerings until he or
she has properly elected to withdraw from the Plan.
5
<PAGE>
In the election form, the employee must elect to have deductions made
from his or her pay for each pay period of between 1% to 10% of his or her
base pay, but not less than $10 per pay period.
The first Offering under the Plan will commence July 1, 1996 and
terminate September 30, 1996. Thereafter, Offerings will commence on the
first day of each calendar quarter and end on the last day of the same
calendar quarter.
Purchase and Delivery of Stock
Payroll deductions for a participant will be credited to his or her
account. No interest will be credited to the account. The payroll
deductions allocated to a participant's account remain the property of the
participant during each Offering, but the Company may use the payroll
deductions for any corporate purpose and will not be obligated to segregate
such payroll deductions.
On the termination date for each Offering, the participant is deemed to
have purchased from the Company such number of full shares of Common Stock
as his or her accumulated payroll deductions would buy at a price equal to
90% of the last sale price of the Common Stock, as reported on the National
Association of Securities Dealers, Inc. Automated Quotation System
("NASDAQ"), on the commencement date for such Offering (or on the first
following regular business day). No fractional shares of Common Stock will
be issued. Any remaining balance in the participant's account will be used
in the next Offering, unless the participant elects otherwise or the
account is otherwise refunded. Shares purchased by a participant during an
Offering are deemed to have been issued at the close of business on the
termination date for the Offering. Prior to that time, the participant has
no interest in, or rights of a shareholder with respect to, such shares.
As soon as practicable after the termination date for each Offering, the
Company will deliver to each participant the number of full shares of
Common Stock deemed to have been purchased by the participant on such date.
The Administrators will determine whether the shares of Common Stock to be
delivered to a participant under the Plan are to be delivered by (i)
delivering to the participant a certificate for the number of shares
purchased by the participant, (ii) delivering a certificate for the number
of shares purchased by all participants to a member firm of the New York
Stock Exchange, as selected by the Administrators, which shares will be
maintained by such member firm in separate brokerage accounts for each
participant or (iii) delivering a certificate for the number of shares
purchased by all participants to a bank or trust company as selected by the
Administrators, which shares will be maintained by such bank or trust
company in separate accounts for each participant.
Rights Not Transferable
Participants may not sell, pledge or otherwise dispose of or encumber
their rights and interests with respect to the payroll deductions credited
to their accounts or their rights to purchase and receive shares of Common
Stock under the Plan other than by will or the laws of descent and
distribution, and such rights and interests will not be liable for or
subject to the debts, contracts or liabilities of the participants. If any
such action is taken by a participant or any valid claim is asserted by any
other party in respect of such rights and interests, such action or claim
will be treated as an election by the participant to withdraw funds from
the Plan.
6
<PAGE>
Withdrawal
A participant may withdraw from the Plan at any time prior to the last
business day of each Offering by delivering a withdrawal notice to the
Company. In such event, the Company will refund to the participant the
balance of his or her account as soon as practicable, no further payroll
deductions will be made, and no purchases of shares will be made. A
participant's termination of employment, for any reason, will be deemed a
withdrawal from the Plan.
A participant may elect to discontinue payroll deductions at any time
prior to the last business day of an Offering by delivering to the Company
a written election to discontinue payroll deductions. Such election will
not constitute a withdrawal from the Plan, and the participant will remain
a participant in such Offering. A participant's withdrawal from the Plan
or discontinuance of payroll deductions will not affect his or her
eligibility to participate in any subsequent Offerings.
FEDERAL INCOME TAX CONSEQUENCES
The Plan is treated as a stock option arrangement for tax purposes and
is intended to qualify as an "employee stock purchase plan" within the
meaning of Section 423 of the Code. The Plan is not qualified under
Section 401(a) of the Code. Under the Code, as now in effect, a
participant will not realize any taxable income on the commencement of an
Offering or upon the purchase of shares of Common Stock under the Plan. If
a participant disposes of shares of Common Stock within the two-year period
from the commencement date of the Offering in which such shares were
purchased, he or she will realize ordinary compensation income for federal
income tax purposes in an amount equal to the difference between the
purchase price of such shares and the fair market value of the Common Stock
on the termination date for such Offering. (Special rules may apply in the
case of any such disposition by an officer or director of the Company
subject to the short-swing profit rules of Section 16(b) of the Securities
Exchange Act of 1934, as amended.) If a participant disposes of such
shares at any time after the two-year period specified above or if he or
she should die at any time while owning such shares, ordinary compensation
income for federal income tax purposes will be realized in an amount equal
to the lesser of (i) the excess of the fair market value of the Common
Stock at the time of disposition or death over the price paid for such
shares or (ii) 10% of the fair market value of the Common Stock on the
commencement date of the Offering in which such shares were purchased. The
Company is entitled to a deduction with respect to the ordinary income
realized by a participant as a result of the disposition of Common Stock
issued to the participant only in the event the disposition occurs within
the two-year period specified above.
A sale or exchange of shares of Common Stock purchased under the Plan
will give rise to capital gain to the extent that the amount received
exceeds the participant's basis, or capital loss to the extent that the
amount received is less than the participant's basis.
The foregoing discussion is provided for the information of participants
and does not purport to be a complete description of the federal tax
consequences in respect of transactions under employee stock purchase
plans. Because of the complexity of the federal income tax laws and the
possibility of changes therein, and because the federal income tax
consequences to a particular participant will in part depend upon his or
her personal financial situation, participants are urged to consult their
personal tax advisors before participating in the Plan or reselling shares
acquired under the Plan. Participants should also
7
<PAGE>
consult their personal tax advisers as to the state, local and federal
estate tax consequences of such transactions.
SELLING SECURITYHOLDERS
The following table sets forth information as of the date of this
Prospectus concerning the officers and directors of the Company who may
participate in the Plan. Shares of Common Stock acquired by them under the
Plan may be reoffered and resold by them by means of this Prospectus. As
of the date of this Prospectus, none of such officers and directors owns
shares of Common Stock.
Name Position
---- --------
Richard A. Wesson Chief Operating Officer
Nina M. Dmetruk Executive Vice President - Chief
Financial Officer and Director
R. Scott Holbrook Executive Vice President - Chief
Marketplace Officer
James F. Garliepp Executive Vice President - Chief
Technology Officer
Julie D. Klapstein Executive Vice President - Chief Client
Services and Business Management Officer
T. Paul Thomas Senior Vice President - Marketing
DESCRIPTION OF CAPITAL STOCK
Common Stock
The Company is authorized to issue up to 35,000,000 shares of Common
Stock, having no par value. As of the date of this Prospectus, the Company
has 15,354,000 shares of Common Stock issued and outstanding. An
additional 2,500,000 shares and 450,000 shares of Common Stock are reserved
for issuance under the Stock Incentive Plan of 1996 and the Employee Stock
Purchase Plan, respectively. On May 31, 1996, the Company granted options
to purchase a total of 790,000 shares of Common Stock to certain officers
and other employees of the Company under the Stock Incentive Plan of 1996.
The holders of outstanding shares of Common Stock are entitled to receive
dividends out of assets legally available therefor at such times and in
such amounts as the Board may from time to time determine. Each
shareholder is entitled to one vote per share on all matters to be voted on
by shareholders. There is no cumulative voting in the election of
directors. The Common Stock is not entitled to preemptive rights and is
not subject to redemption. Upon liquidation, dissolution or winding up of
the Company, the assets legally available for distribution to holders of
Common Stock will be distributed ratably among such holders. All of the
outstanding shares of Common Stock are, and all shares sold in this
Offering when issued will be, duly authorized, validly issued, fully paid
and non-assessable.
8
<PAGE>
Preferred Stock
The Company is authorized to issue up to 15,000,000 shares of Preferred
Stock. The Board may authorize the issuance of Preferred Stock in one or
more classes or series and determine the designation and number of shares
of the class or series and the voting rights, preferences, limitations and
special rights, if any, of the shares of the class or series. The issuance
of Preferred Stock could adversely affect the voting power of holders of
Common Stock and the likelihood that such holders will receive dividend
payments and payments upon liquidation; could dilute the equity interest of
holders of Common Stock to the extent Preferred Stock is converted into
Common Stock; and could have the effect of delaying, deferring or
preventing a change in control of the Company. The Company has no present
plans to issue any shares of Preferred Stock.
Limitations on Director Liability and Indemnification
As permitted by the Pennsylvania Business Corporation Law of 1988, as
amended (the "BCL"), the Amended and Restated Articles of Incorporation and
Bylaws of the Company provide that a director shall not be personally
liable, in such capacity, for monetary damages for any action taken, or any
failure to take any action, unless the director has breached or failed to
perform the duties of a director under the BCL and such breach or failure
to perform constitutes self-dealing, willful misconduct or recklessness.
This limitation of liability does not apply to the responsibility or
liability of a director pursuant to any criminal statute or to the
liability of a director for the payment of taxes pursuant to local, state
or federal laws.
The Amended and Restated Bylaws of the Company also provide that every
person who is or was a director or officer of the Company, or who is
identified by the Company as an indemnified representative, shall be
indemnified by the Company to the fullest extent permitted by law against
all expenses and liabilities incurred in connection with any proceeding in
which he or she may be involved by reason of the fact that he or she is or
was serving in an indemnified capacity. This indemnification does not
apply where the conduct giving rise to the claim is finally determined by a
court or in arbitration to have constituted willful misconduct or
recklessness, or to have involved the receipt from the Company of a
personal benefit to which the officer or director was not entitled, or
where such indemnification has been determined in a final adjudication to
be unlawful. The Company may create a fund, trust or other arrangement, or
maintain insurance, to secure the indemnification. In addition, the
Company is required to pay the expenses of defending any such claim in
advance of final adjudication upon the receipt of an undertaking by the
director or officer to repay such advanced amounts if it is ultimately
determined that the director or officer is not entitled to indemnification.
Transfer Agent and Registrar
The transfer agent and registrar for the Common Stock is Chemical Mellon
Shareholder Services, L.L.C., Pittsburgh, Pennsylvania.
9
<PAGE>
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by its counsel, Klett Lieber Rooney & Schorling, a Professional
Corporation, 40th Floor, One Oxford Centre, Pittsburgh, Pennsylvania 15219.
Stanley J. Lehman, the Secretary and a director of the Company, is a
shareholder in Klett Lieber Rooney & Schorling.
EXPERTS
The combined financial statements at December 31, 1995 and 1994 and for
each of the three years in the period ended December 31, 1995 of the
Company appearing in the Prospectus dated May 31, 1996 included in the
Registration Statement (Registration No. 333-2790) for the initial
registration of its Common Stock, have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon included therein
and incorporated herein by reference. Such combined financial statements
are incorporated herein by reference in reliance upon such report given
upon the authority of such firm as experts in accounting and auditing.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended, and in accordance therewith
files reports, proxy statements and other information with the Commission.
Such material may be inspected and copied at the public reference
facilities maintained by the Commission at Judiciary Plaza, 450 5th Street
N.W., Washington, D.C. 20549 and at its regional offices maintained at 500
West Madison Street, Suite 1400, Chicago, Illinois 60661 and at Seven World
Trade Center, Suite 1300, New York, New York 10048. Copies of such
material may be obtained from the Public Reference Section of the
Commission, Room 1024, Judiciary Plaza, 450 5th Street N.W., Washington,
D.C. 20549 at prescribed rates.
This Prospectus, which constitutes part of a Registration Statement
filed by the Company with the Commission under the Securities Act of 1933,
as amended, omits certain of the information contained in the Registration
Statement. Reference is hereby made to the Registration Statement and to
the exhibits relating thereto for further information with respect to the
Company and the Common Stock offered hereby. Statements contained in this
Prospectus concerning the contents of any document filed as an exhibit to
the Registration Statement are not necessarily complete, and in each
instance, reference is made to the exhibit for a more complete description
of the matter involved, each such statement being qualified in its entirety
by such reference. Further information about the Plan and its
administrators may be obtained by contacting the Company's Payroll
Department at the address and telephone number provided below.
Participants in the Plan will receive copies of all reports, proxy
statements and other communications distributed to shareholders of the
Company.
DOCUMENTS INCORPORATED HEREIN BY REFERENCE
The Company's Prospectus dated May 31, 1996 (Registration No. 333-2790),
filed with the Commission, is incorporated herein by reference. In
addition, all documents filed by the Company
10
<PAGE>
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange
Act of 1934, as amended, after the date of this Prospectus, and prior to
the filing of a post-effective amendment to the Registration Statement of
which this Prospectus forms a part which indicates that all securities
covered by this Prospectus have been sold or which deregisters all such
securities then remaining unsold, shall be deemed to be incorporated herein
by reference and to be a part hereof from the date of filing of such
documents. The Company will provide without charge to each employee to
whom this Prospectus has been delivered, upon written or oral request, a
copy of any and all of the documents incorporated herein by reference (not
including exhibits to such documents unless such exhibits are specifically
incorporated by reference into such documents). Requests for such
documents should be directed to the Company's Payroll Department at 1407
Eisenhower Boulevard, Suite 200, Johnstown, Pennsylvania 15904, telephone
number (814) 269-1700.
11
<PAGE>
================================================================================
No person is authorized to give any information or to make any representation
not contained in this Prospectus in connection with the offer contained herein,
and if given or made, such information or representation not contained herein
must not be relied upon as having been authorized by the Company. This
Prospectus does not constitute an offer of stock in any jurisdiction where such
offer would be unlawful. The delivery of this Prospectus at any time does not
imply that the information herein is correct as of any time subsequent to its
date.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<S> <C>
Risk Factors 2
The Employee Stock Purchase Plan............ 4
General............................... 4
Administration........................ 5
Eligibility........................... 5
Participation......................... 5
Purchase and Delivery of Stock........ 6
Rights Not Transferable............... 6
Withdrawal............................ 7
Federal Income Tax Consequences............. 7
Selling Securityholders..................... 8
Description of Capital Stock................ 8
Common Stock.......................... 8
Preferred Stock....................... 9
Limitations on Director Liability
and Indemnification................. 9
Transfer Agent and Registrar.......... 9
Legal Matters............................... 10
Experts..................................... 10
Available Information....................... 10
Documents Incorporated Herein by Reference.. 10
</TABLE>
================================================================================
================================================================================
SUNQUEST INFORMATION SYSTEMS, INC.
EMPLOYEE STOCK PURCHASE PLAN
--------------
PROSPECTUS
--------------
June 14, 1996
================================================================================
<PAGE>
PART II.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Included in "Documents Incorporated Herein By Reference" and
"Description of Capital Stock" in the Prospectus.
Item 4. Description of Securities.
Not Applicable
Item 5. Interests of Named Experts and Counsel.
Included in "Legal Matters" in the Prospectus.
Item 6. Indemnification of Directors and Officers.
Included in "Description of Capital Stock" in the Prospectus.
Item 7. Exemption From Registration Claimed.
No "restricted" securities will be reoffered or resold.
Item 8. Exhibits.
The following exhibits are filed as part of this registration
statement:
5B Opinion and Consent of Counsel, filed herewith.
10J Employee Stock Purchase Plan, filed as Exhibit 10J to
Registration Statement No. 333-2790 and incorporated
herein by reference.
23E Consent of Independent Auditors, filed herewith.
Item 9. Undertakings.
The registrant 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 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. The
registrant further undertakes 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. 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 indemnification provisions set forth in
"Description of Capital Stock" in the Prospectus, 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 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 the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities
II-1
<PAGE>
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 Act and will be governed by the
final adjudication of such issue.
II-2
<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 Johnstown, Commonwealth of
Pennsylvania, on June 14, 1996.
SUNQUEST INFORMATION SYSTEMS, INC.
By: /s/ Sidney A. Goldblatt
---------------------------
Sidney A. Goldblatt
President
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Sidney
A. Goldblatt, Nina M. Dmetruk and Stanley J. Lehman, and each of them, his
or her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign any or all pre- or
post-effective amendments to this registration statement, any subsequent
registration statement for the same offering which may be filed under Rule
462(b) (a "Rule 462(b) Registration Statement") and any and all pre- or
post-effective amendments thereto, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents
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 the Registration Statement or any Rule 462(b) Registration
Statement, as fully and 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 his or her substitute or substitutes, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sidney A. Goldblatt President and Chief Executive Officer June 14, 1996
------------------------------ (Principal Executive Officer) and Director
Sidney A. Goldblatt
/s/ Nina M. Dmetruk Executive Vice President and Chief June 14, 1996
------------------------------ Financial Officer (Principal Financial
Nina M. Dmetruk and Accounting Officer) and Director
/s/ Stanley J. Lehman Director June 14, 1996
------------------------------
Stanley J. Lehman
/s/ Bradley L. Goldblatt Director June 14, 1996
------------------------------
Bradley L. Goldblatt
</TABLE>
II-3
<PAGE>
Exhibit 5B
June 14, 1996
Sunquest Information Systems, Inc.
4801 East Broadway Boulevard
Tucson, Arizona 85711
Re: Registration Statement on Form S-8
450,000 Shares of Common Stock
----------------------------------
Ladies and Gentlemen:
We are serving as your counsel in connection with the Employee
Stock Purchase Plan (the "Plan") of Sunquest Information Systems, Inc. (the
"Company"), pursuant to which up to 450,000 shares (the "Shares") of Common
Stock, no par value, of the Company (the "Common Stock") may be issued or
delivered and sold to participating employees.
In that regard, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, instruments
and corporate records as we have deemed necessary or appropriate for the
purposes of this opinion, including (i) the Company's Amended and Restated
Articles of Incorporation and By-laws, (ii) certain resolutions of the
Board of Directors, (iii) a specimen certificate of Common Stock, (iv) the
Plan and (v) the form of Registration Statement on Form S-8 (the
"Registration Statement") for registration of the Shares under the
Securities Act of 1933, as amended.
Based upon the foregoing, we are of the opinion that the Shares,
when duly issued and countersigned and registered by the transfer agent and
registrar and delivered and paid for in accordance with the provisions of
the Plan, will be validly issued, fully paid and non-assessable.
We consent to the filing of this opinion letter with the
Securities and Exchange Commission as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" in
the Prospectus forming a part thereof.
Very truly yours,
/s/ Klett Lieber Rooney & Schorling
KLETT LIEBER ROONEY & SCHORLING
A Professional Corporation
<PAGE>
Exhibit 23E
Consent of Independent Auditors
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the Sunquest Information
Systems, Inc. Employee Stock Purchase Plan and to the incorporation by
reference therein of our report dated February 12, 1996, except Notes 6 and
12, as to which the date is March 25, 1996, with respect to the combined
financial statements of Sunquest Information Systems, Inc. included in its
Registration Statement (Form S-1 No. 333-2790), filed with the Securities
and Exchange Commission.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
June 11, 1996
