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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 12, 1998
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 Identification No.)
of incorporation or organization)
4801 East Broadway Boulevard
Tucson, Arizona 85711
(Address of principal executive offices) (Zip Code)
Sunquest Information Systems, Inc. Stock Incentive Plan of 1996, as amended
(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(1) Price(1) Fee (2)
- --------------------------------------------------------------------------------
Common Stock, no par
value per share 1,300,000 shares $8.5625 $11,131,250 $3,283.72
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</TABLE>
(1) The fee 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 June 10, 1998.
(2) Registration fee calculated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended.
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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, 1997.
2. The Corporation's Form 10-Q, filed with the Commission for the quarterly
period ended March 31, 1998.
3. 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.
Pursuant to the Corporation's Amended and Restated Bylaws, the directors and
officers of the Corporation and other persons designated by the Board of
Directors ("indemnified representatives") are entitled to indemnification
against liabilities and expenses incurred in connection with any proceeding to
which they are parties in an indemnified capacity. In addition, subject to an
undertaking to repay such expenses if it is ultimately determined that the
indemnified representative is not entitled to indemnification, the Corporation
shall pay expenses incurred in good faith by an indemnified representative in
advance of the final disposition of any such proceeding. The Corporation is not
required to indemnify any such person: (1) where such indemnification is
prohibited by applicable law; (2) to the extent the indemnification has been
finally determined to be otherwise unlawful; or (3) where the conduct of the
director, officer or other 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
he is not legally entitled. 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
- ----------- -------------------------------------------------------------
4.1 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)
4.2 Amended and Restated Bylaws (incorporated herein by reference
to Exhibit 3B to the Corporation's Registration Statement on
Form S-1, No. 333-2790)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in opinion
filed as Exhibit 5.1)
24.1 Power of Attorney (set forth on signature page to this
Registration Statement)
99.1 The Sunquest Information Systems, Inc. Stock Incentive Plan
of 1996, as amended March 12, 1998 (incorporated herein by
reference to Exhibit 10I.3 to the Corporation's Form 10-K for
the year ended December 31, 1997)
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
June 12, 1998.
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 June 12, 1998:
Signature Title
--------- -----
/s/ Sidney A. Goldblatt President and Chief Executive Officer
- ----------------------- (Principal Executive Officer) and Director
Sidney A. Goldblatt
/s/ Nina M. Dmetruk Executive Vice President and Chief Financial
- ----------------------- Officer (Principal Financial and Accounting
Nina M. Dmetruk Officer) and Director
/s/ Richard W. Barker Director
- -----------------------
Richard W. Barker
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/s/ Larry R. Ferguson Director
- -----------------------
Larry R. Ferguson
/s/ Curtis S. Goldblatt Director
- -----------------------
Curtis S. Goldblatt
/s/ Peter P. Gombrich Director
- -----------------------
Peter P. Gombrich
/s/ Stanley J. Lehman Director
- -----------------------
Stanley J. Lehman
II - 6
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EXHIBIT INDEX
Sequential
Exhibit Page
No. Description Number
- ------- -------------------------------------------- ----------
4.1 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)
4.2 Amended and Restated Bylaws (incorporated
herein by reference to Exhibit 3B to the
Corporation's Registration Statement on
Form S-1, No. 333-2790)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP
(contained in opinion filed as
Exhibit 5.1)
24.1 Power of Attorney (set forth on
signature page to this Registration
Statement)
99.1 The Sunquest Information Systems, Inc.
Stock Incentive Plan of 1996, as amended
March 12, 1998 (incorporated herein by
reference to Exhibit 10I.3 to the
Corporation's Form 10-K for the year
ended December 31, 1997)
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Exhibit 5.1
June 12, 1998
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, as amended
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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 1,300,000 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,
as amended (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 5.1 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
Counselors at Law
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Exhibit 23.1
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, as amended, of our report
dated February 13, 1998 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, 1997, filed with the Securities and
Exchange Commission.
/s/ Ernst & Young LLP
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Ernst & Young LLP
June 9, 1998
