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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 19, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
4801 East Broadway Boulevard
Tucson, Arizona 85711
(Address of principal executive offices) (Zip Code)
Sunquest Information Systems, Inc. Stock Incentive Plan of 1996
(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)
____________
Copies of all communications to:
Marlee S. Myers, Esquire
Morgan, Lewis & Bockius LLP
One Oxford Centre
Pittsburgh, PA 15219-1417
(412) 560-3300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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<S> <C> <C> <C> <C>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Per Offering Registration
to be Registered Registered Share Price Fee (1)
- --------------------------------------------------------------------------------
Common Stock, no par 1,065,809 shares $10.775236 (2) $11,484,344 $7,256
value per share 1,434,191 shares $8.6875 (2) $12,459,534
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</TABLE>
(1) Registration fee calculated pursuant to Rule 457(h) under the
Securities Act of 1933, as amended.
(2) The fee with respect to stock options to purchase 1,065,809 shares of
Common Stock is calculated upon the basis of the actual per share
exercise prices of the stock options granted which range from $8.59375
per share to $15.1875 per share. The weighted-average exercise price
of such options is $10.775236 per share. The fee with respect to
1,434,191 shares of Common Stock issuable upon the exercise of options
to be granted is calculated based upon the basis of the average of the
high and low prices of the Registrant's Common Stock reported on the
Nasdaq National Market on November 14, 1997.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by Sunquest Information Systems,
Inc. (the "Corporation") with the Securities and Exchange
Commission (the "Commission") are incorporated by reference into
this Registration Statement.
1. The Corporation's Form 10-K, filed with the Commission
for the year ended December 31, 1996.
2. The Corporation's Form 10-Q, filed with the Commission
for the quarterly period ended March 31, 1997.
3. The Corporation's Form 10-Q, filed with the Commission
for the quarterly period ended June 30, 1997.
4. The Corporation's Form 10-Q, filed with the Commission
for the quarterly period ended September 30, 1997.
5. The Corporation's Form 8-K/A, dated February 7, 1997.
6. The description of the Corporation's Common Stock
contained in the Corporation's Registration Statement on Form 8-A
filed with the Commission on April 15, 1996 under Section 12(g)
of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), including all amendments and reports updating such
description.
All documents subsequently filed by the Corporation with the
Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act after the date of this Registration Statement, but
prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities
offered by this Registration Statement have been sold or which
deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference into this Registration
Statement. Each document incorporated by reference into this
Registration Statement shall be deemed to be a part of this
Registration Statement from the date of the filing of such
document with the Commission until the information contained
therein is superseded or updated by any subsequently filed
document which is incorporated by reference into this
Registration Statement or by any document which constitutes part
of the prospectus relating to the Plan meeting the requirements
of Section 10(a) of the Securities Act of 1933, as amended (the
"Securities Act").
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Item 6. Indemnification of Directors and Officers.
As permitted by Section 1713 of the Pennsylvania Business
Corporation Law ("PBCL"), the Corporation's Amended and Restated
Articles of Incorporation and Amended and Restated Bylaws provide
that a director shall not be personally liable, as such, for
monetary damages for any action taken unless: (1) the director
has breached or failed to perform the duties of his office under
the PBCL; and (2) the breach or failure to perform constitutes
self-dealing, willful misconduct or recklessness. This
limitation of personal liability does not apply to the liability
of a director pursuant to any criminal statute or for the payment
of taxes pursuant to Federal, State or local law.
Section 1743 of the PBCL provides that to the extent that a
representative of a business corporation has been successful on
the merits or otherwise in defense of any action or proceeding
referred to in Section 1741 (relating to third-party actions) or
1742 (relating to derivative and corporate actions) or in defense
of any claim, issue or matter therein, he shall be indemnified
against expenses (including attorney fees) actually and
reasonably incurred by him in connection therewith.
The Amended and Restated Bylaws of the Corporation provide that
the Corporation shall indemnify the directors and officers of the
Corporation and any other person designated by the Board of
Directors of the Corporation ("indemnified representative")
against any liabilities and expenses (including, without
limitation, attorneys' fees and disbursements) incurred in
connection with any threatened, pending or completed proceeding,
whether brought by or in the right of the Corporation, in which
such indemnified representative may be involved as a party or
otherwise by reason of the fact that such indemnified
representative is or was serving in an indemnified capacity,
including, without limitation, liabilities resulting from any
actual or alleged breach or neglect of duty, error, misstatement
or misleading statement, negligence, gross negligence or act
giving rise to strict or products' liability, except: (1) where
the indemnification is expressly prohibited by applicable law;
(2) where the conduct of the indemnified representative has been
finally determined: (i) to constitute willful misconduct or
recklessness within the meaning of Section 1746(b) of the PBCL or
any superseding provision of law sufficient in the circumstances
to bar indemnification against liabilities arising from the
conduct; or (ii) to be based upon or attributable to the receipt
by the indemnified representative from the Corporation of a
personal benefit to which the indemnified representative is not
legally entitled; or (3) to the extent the indemnification has
been finally determined to be otherwise unlawful. The
Corporation is required to pay the expenses incurred in good
faith by an indemnified representative in advance of the final
disposition of any such proceeding upon receipt of an undertaking
by the indemnified representative to repay the amount if it is
ultimately determined that such person is not entitled to be
indemnified. The Corporation maintains directors' and officers'
liability insurance.
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Item 8. Exhibits.
The following exhibits are filed herewith or incorporated by
reference as part of this Registration Statement:
Exhibit No. Description
- ----------- --------------------------------------------------
4B Amended and Restated Articles of Incorporation
(incorporated herein by reference to Exhibit 3A
to the Corporation's Registration Statement on
Form S-1, No. 333-2790)
4C Amended and Restated Bylaws (incorporated herein
by reference to Exhibit 3B to the Corporation's
Registration Statement on Form S-1, No. 333-2790)
4D The Sunquest Information Systems, Inc. Stock
Incentive Plan of 1996, as amended April 3, 1997
(incorporated herein by reference to Exhibit 10I.2
to the Corporation's Form 10-Q for the Quarterly
Period ended March 31, 1997)
5C Opinion of Morgan, Lewis & Bockius LLP
23H Consent of Ernst & Young LLP
24B Power of Attorney (set forth on signature page to
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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the 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 the registration
statement;
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(iii) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if 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 the 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 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.
* * *
(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 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 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.
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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 Johnstown, Commonwealth of Pennsylvania, on November
19, 1997.
SUNQUEST INFORMATION SYSTEMS, INC.
By: /s/ Sidney A. Goldblatt
------------------------
Sidney A. Goldblatt
President
KNOW ALL MEN BY THESE PRESENTS, that each of the undersigned
directors and officers of Sunquest Information Systems, Inc.
hereby 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, for him or her and in
his or her name, place and stead, in any and all capacities, to
sign one or more amendments to this Registration Statement on
Form S-8 under the Securities Act of 1933, including post-
effective amendments and other related documents, and to file the
same with the Securities and Exchange Commission under said Act,
hereby granting power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about
the premises, as fully as to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement and the foregoing Power of Attorney
have been signed by the following persons in the capacities
indicated on November 19, 1997:
Signature Title
--------- -----
/s/ Sidney A. Goldblatt President and Chief Executive
- ------------------------- Officer (Principal Executive
Sidney A. Goldblatt Officer) and Director
/s/ Nina M. Dmetruk Executive Vice President and
- ------------------------- Chief Financial Officer
Nina M. Dmetruk (Principal Financial and
Accounting Officer) and Director
/s/ Bradley L. Goldblatt Director
- -------------------------
Bradley L. Goldblatt
/s/ Stanley J. Lehman Director
- -------------------------
Stanley J. Lehman
/s/ Richard W. Barker Director
- -------------------------
Richard W. Barker
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EXHIBIT INDEX
Sequential
Exhibit Page
No. Description Number
- ---------- -------------------------------------- ----------
4B Amended and Restated Articles of
Incorporation (incorporated herein
by reference to Exhibit 3A to the
Corporation's Registration Statement
on Form S-1, No. 333-2790)
4C Amended and Restated Bylaws
(incorporated herein by reference
to Exhibit 3B to the Corporation's
Registration Statement on Form S-1,
No. 333-2790)
4D The Sunquest Information Systems,
Inc. Stock Incentive Plan of 1996,
as amended April 3, 1997
(incorporated herein by reference to
Exhibit 10I.2 to the Corporation's
Form 10-Q for the Quarterly Period
ended March 31, 1997)
5C Opinion of Morgan, Lewis & Bockius LLP
23H Consent of Ernst & Young LLP
24B Power of Attorney (set forth on
signature page to this Registration
Statement)
Exhibit 5C
November 19, 1997
Sunquest Information Systems, Inc.
1407 Eisenhower Boulevard
Johnstown, PA 15904-3217
Re: Form S-8 Registration Statement Relating to the Stock
Incentive Plan of 1996
-----------------------------------------------------
Ladies and Gentlemen:
As your counsel, we have assisted in the preparation of the above-
referenced Registration Statement on Form S-8 (the "Registration
Statement") for filing with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended
(the "Act"), and the rules and the regulations thereunder.
The Registration Statement relates to 2,500,000 shares of Common
Stock, no par value per share (the "Common Stock"), of Sunquest
Information Systems, Inc. which will be issued pursuant to the
Sunquest Information Systems, Inc. Stock Incentive Plan of 1996
(the "Plan"). We have examined the Company's Amended and
Restated Articles of Incorporation, the Company's Amended and
Restated Bylaws, minutes and such other documents, and have made
such inquiries of the Company's officers, as we deemed
appropriate. In our examination, we have assumed the genuiness
of all signatures, the authenticity of all items submitted to us
as originals, and the conformity with originals of all items
submitted to us as copies.
Based upon the foregoing, it is our opinion that the Company's
Common Stock originally issued by the Company to eligible
participants through the Plan, when issued and delivered as
contemplated by the Plan, will be validly issued, fully-paid and
non-assessable.
We hereby consent to the use of this opinion as Exhibit 5C to the
Registration Statement. In giving such consent, we do not
thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules
and regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Morgan, Lewis & Bockius LLP
- --------------------------------
MORGAN, LEWIS & BOCKIUS LLP
Exhibit 23H
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8) pertaining to Sunquest Information Systems,
Inc. Stock Incentive Plan of 1996 of our report dated February
14, 1997 with respect to the consolidated financial statements of
Sunquest Information Systems, Inc. incorporated by reference in
its Annual Report on Form 10-K for the year ended December 31,
1996 and our report dated November 8, 1996 with respect to the
financial statements of Antrim Corporation included in Sunquest's
Current Report on Form 8-K/A dated February 7, 1997, filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
----------------------
Ernst & Young LLP
November 19, 1997
