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TOTAL NUMBER OF PAGES: 11 AS FILED WITH THE SECURITIES AND EXCHANGE
INDEX TO EXHIBITS AT PAGE: 8 COMMISSION ON OCTOBER 22, 1996
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
OACIS HEALTHCARE HOLDINGS CORP.
(Exact name of Registrant as specified in its charter)
Delaware 04-3229774
(State of incorporation) (I.R.S. Employer Identification No.)
100 Drakes Landing Road, Suite 100
Greenbrae, California 94904
(Address, including zip code, of Registrant's principal executive offices)
1994 STOCK OPTION PLAN
1995 KEY PERSON STOCK PLAN
1996 STOCK PLAN
1996 DIRECTOR OPTION PLAN
1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
Jim McCord
Chairman and Chief Executive Officer
Oacis Healthcare Holdings Corp.
100 Drakes Landing Road, Suite 100
Greenbrae, California 94904
415-925-0121
(Name, address, and telephone number, including area code, of agent for service)
COPIES TO:
TIMOTHY STEVENS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(415) 493-9300
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CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING PRICE AGGREGATE REGISTRATION
REGISTERED(1) REGISTERED PER SHARE OFFERING PRICE FEE
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1994 STOCK OPTION PLAN
COMMON STOCK, $.001 PAR VALUE 685,644(2) $ 1.04(3) $ 713,070(4) $ 216.08
1995 KEY PERSON STOCK PLAN
COMMON STOCK, $.001 PAR VALUE 726,152(5) $ 3.12(6) $2,265,595(7) $ 686.54
1996 STOCK PLAN
COMMON STOCK, $.001 PAR VALUE 136,250(8) $10.37(9) $1,412,913(10) $ 428.15
COMMON STOCK, $.001 PAR VALUE 713,750(11) $11.00(12) $7,851,250(13) $2,379.16
1996 DIRECTOR OPTION PLAN
COMMON STOCK, $.001 PAR VALUE 40,000(14) $10.00(15) $ 400,000(16) $ 121.21
COMMON STOCK, $.001 PAR VALUE 160,000(17) $11.00(18) $1,760,000(19) $ 533.33
1996 EMPLOYEE STOCK PURCHASE PLAN
COMMON STOCK, $.001 PAR VALUE 250,000(20) $ 9.35(21) $2,337,500(22) $ 708.33
</TABLE>
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(1) In addition, pursuant To Rule 416(c) under the Securities Act of 1933
(the "Act"), this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee
benefit plans described herein.
(2) 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. This subtotal represents the number
of shares issuable upon exercise of currently outstanding options
(options that have been granted as of the date of this Registration
Statement) issued under the 1994 Stock Option Plan.
(3) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. Calculation based on
the weighted average exercise price (rounded to the nearest cent) at
which the options outstanding whose exercise will result in the
issuance of the shares being registered may be exercised.
(4) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price of all currently outstanding options as
described in note 2 above.
(5) This subtotal represents the number of shares issuable upon exercise of
currently outstanding options (options that have been granted as of the
date of this Registration Statement) issued under the 1995 Key Person
Stock Plan.
(6) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. Calculation based on
the weighted average exercise price (rounded to the nearest cent) at
which the options outstanding whose exercise will result in the
issuance of the shares being registered may be exercised.
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(7) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price of all currently outstanding options as
described in note 5 above.
(8) This subtotal represents the number of shares issuable upon exercise of
currently outstanding options (options that have been granted as of the
date of this Registration Statement) issued under the 1996 Stock Plan.
(9) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. Calculation based on
the weighted average exercise price (rounded to the nearest cent) at
which the options outstanding whose exercise will result in the
issuance of the shares being registered may be exercised.
(10) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price of all currently outstanding options as
described in note 8 above.
(11) This subtotal represents the number of shares issuable upon exercise of
options that are available for grant, but have not yet been granted
under the 1996 Stock Plan.
(12) Estimated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. The calculation is
based upon the closing price of the Common Stock as reported on the
Nasdaq National Market on October 18, 1996 because the price at which
the options to be granted in the future may be exercised is not
currently determinable.
(13) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price for all options available for grant.
(14) This subtotal represents the number of shares issuable upon exercise of
currently outstanding options (options that have been granted as of the
date of this Registration Statement) issued under the 1996 Director
Option Plan.
(15) Calculated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. The calculation is
based upon the closing price of the Common Stock as reported on the
Nasdaq National Market on May 15, 1996.
(16) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price of all currently outstanding options as
described in note 14 above.
(17) This subtotal represents the number of shares issuable upon exercise of
options that are available for grant, but have not yet been granted
under the 1996 Director Option Plan.
(18) Estimated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. The calculation is
based upon the closing price of the Common Stock as reported on the
Nasdaq National Market on October 18, 1996 because the price at which
the options to be granted in the future may be exercised is not
currently determinable.
(19) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price for options available for grant.
(20) This subtotal represents the number of shares authorized to be issued
under the 1996 Employee Stock Purchase Plan.
(21) Estimated in accordance with Rule 457(h) under the Act solely for the
purpose of calculating the total registration fee. Calculation based
upon 85% (see explanation in following sentence) of the closing price
of the Common Stock as reported on the Nasdaq National Market on
October 18, 1996 because the price at which the options to be granted
in the future may be exercised is not currently determinable. The
purchase price of a share of Common Stock pursuant to the 1996 Employee
Stock Purchase Plan is equal to 85% of the Fair Market Value of a
share of Common Stock on either the first day or the last day of the
relevant offering period, whichever is lower.
(22) Calculated in accordance with Rule 457(h) under the Act based on the
aggregate exercise price for all options available as described in note
20 above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INFORMATION INCORPORATED BY REFERENCE
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Company's final prospectus filed pursuant to Rule
424(b)(4) under the Securities Act of 1933 on May 17, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q (as amended)
for the quarter ended June 30, 1996, filed pursuant to Section
13 of the Exchange Act.
(c) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed
pursuant to Section 12 of the Exchange Act on December 1,
1995.
(d) All documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to
the filing of this Registration Statement and 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 the 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
Section 145 of the General Corporation Law of Delaware provides for the
indemnification of officers, directors and other corporate agents in terms
sufficiently broad to indemnify such persons, under certain circumstances, for
certain liabilities (including reimbursement of expenses incurred) arising under
the Securities Act of 1933 (the "Securities Act").
The Company's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law. Delaware law provides
that directors of a corporation will not be personally liable for monetary
damages for breach of their fiduciary duties as directors, except liability for
(i) any breach of their duty of loyalty to the corporation or its stockholders,
(ii) acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) unlawful payments of dividends or unlawful
stock repurchases or redemptions or (iv) any transaction from which the director
derived an improper personal benefit.
The Company's Bylaws provide that the Company shall indemnify its
directors and executive officers and may indemnify its employees and other
agents to the fullest extent permitted by law. The Company believes that
indemnification under its Bylaws covers at least negligence and gross negligence
on the part of indemnified parties. The Company's Bylaws also permit it to
secure insurance on behalf of any officer, director, employee or other agent
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for any liability arising out of his or her actions in such capacity, regardless
of whether the Bylaws would permit indemnification.
The Company has entered into agreements to indemnify its directors and
officers, in addition to indemnification provided for in the Company's Bylaws.
These agreements, among other things, indemnify the Company's directors and
officers for certain expenses (including attorneys' fees), judgments, fines and
settlement amounts incurred by any such person in any action or proceeding,
including any action by or in the right of the Company, arising out of such
person's services as a director or officer of the Company, any subsidiary of the
Company or any other company or enterprise to which the person provides services
at the request of the Company.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit
Number Document
*4.1 Form of Common Stock certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered.
23.1 Consent of Price Waterhouse LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-4)
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* Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form SB-2 (file no. 333-02804-LA),
in the form declared effective on May 15, 1996.
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 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.
(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.
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(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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 an initial bona
fide offering thereof.
(c) 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 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 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 Greenbrae, State of California, on October 18, 1996.
OACIS HEALTHCARE HOLDINGS CORP.
By: /S/ JIM MCCORD
-----------------------------
Jim McCord
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Jim McCord and Stephen Ghiglieri, jointly
and severally, as his or her attorney-in-fact, each with the power of
substitution, for him or her 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 the said
attorneys-in-fact, or his or her substitute or 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 date indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/S/ JIM MCCORD Chief Executive Officer and Chairman of October 18, 1996
- --------------------------- Board of Directors
Jim McCord
/S/ STEPHEN GHIGLIERI Vice President of Finance and October 18, 1996
- --------------------------- Administration, Chief Financial Officer
Stephen Ghiglieri and Secretary
/S/ ALAN W. CRITES Director* October 18, 1996
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Alan W. Crites
/S/ DAVID DOMINIK Director* October 18, 1996
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David Dominik
/S/ FRED GOAD Director* October 18, 1996
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Fred Goad
/S/ DENNIS SISCO Director* October 18, 1996
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Dennis Sisco
/S/ WILLIAM H. YOUNGER, JR. Director* October 18, 1996
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William H. Younger, Jr.
</TABLE>
* The employee benefit plans being registered pursuant to this Registration
Statement are subject to administration by the Board of Directors of the
Registrant. Option grants under the 1995 Director Option Plan, however, are
automatic.
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<PAGE> 8
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
EXHIBITS
---------------
REGISTRATION STATEMENT ON FORM S-8
OACIS HEALTHCARE HOLDINGS CORP.
<PAGE> 9
INDEX TO EXHIBITS
Exhibit Description
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*4.1 Form of Common Stock Certificate
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being registered
23.1 Consent of Price Waterhouse LLP, Independent Accountants
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney
(See Page II-4)
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* Incorporated by reference to exhibits filed with the Company's Registration
Statement on Form SB-2 (file no. 333-02804-LA), in the form declared
effective on May 15, 1996.
<PAGE> 1
EXHIBIT 5.1
October 22, 1996
Oacis Healthcare Holdings Corp.
100 Drakes Landing Road, Suite 100
Greenbrae, CA 94904
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 October 22, 1996
(the "Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1994 Stock Option Plan (as to 685,644
shares), of the 1995 Key Person Stock Plan (as to 726,152 shares), of the 1996
Stock Plan (as to 850,000 shares) of the 1996 Director Option Plan (as to
200,000 shares), and of the 1996 Employee Stock Purchase Plan (as to 250,000
shares) (collectively, the "Plans"). As legal counsel for Oacis Healthcare
Holdings Corp., we have examined the proceedings taken and are familiar with the
proceedings proposed to be taken by you in connection with the issuance and sale
of the Shares pursuant to the Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
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 amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/S/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of Oacis Healthcare Holdings Corp. of our report dated
March 25, 1996, which appears on page F-2 of the Registration Statement (No.
333-02804-LA) on Form SB-2.
Price Waterhouse LLP /S/ PRICE WATERHOUSE LLP
San Jose, California
October 17, 1996
