<PAGE> 1
As filed with the Securities and Exchange Commission on March 31, 1998
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OACIS HEALTHCARE HOLDINGS CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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DELAWARE 04-3229774
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NUMBER)
100 DRAKES LANDING ROAD, SUITE 100
GREENBRAE, CALIFORNIA 94904
(650) 925-0121
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
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1996 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLAN)
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STEPHEN GHIGLIERI
OACIS HEALTHCARE HOLDINGS
100 DRAKES LANDING ROAD, SUITE 100
GREENBRAE, CALIFORNIA 94904
(650) 925-0121
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
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Copies to:
ROBERT AJEMIAN, ESQ.
COOLEY GODWARD LLP
ONE MARITIME PLAZA
SAN FRANCISCO, CALIFORNIA 94111
(415) 693-2000
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================================================================
TITLE OF EACH CLASS AMOUNT PROPOSED PROPOSED AMOUNT OF
OF SECURITIES TO TO BE MAXIMUM MAXIMUM REGISTRATION
BE REGISTERED (1) REGISTERED OFFERING AGGREGATE FEE
PRICE OFFERING
PER SHARE (2) PRICE (2)
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<S> <C> <C> <C> <C>
1996 Employee Stock Purchase Plan 350,000 shares $4.0625 $1,421,875 $419.45
Common Stock, $0.01 par value
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</TABLE>
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Act"), this Registration Statement also covers an
indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
(2) Estimated solely for the purpose of determining the registration fee
pursuant to Rule 457(c) and (h)(1) of the Act. The above calculation is
based on the average of the reported high and low prices of the Common
Stock on the Nasdaq National Market System on March 27, 1998.
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<PAGE> 2
PART II
INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION
STATEMENT ON FORM S-8 NO. 333-14633
The contents of the Registration Statement on Form S-8 No. 333-14633
filed with the Securities and Exchange Commission (the "Commission") on March
27, 1997 is incorporated by reference herein, with those changes set forth
below.
ITEM 8. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER EXHIBIT
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<S> <C>
5 Opinion of Cooley Godward LLP
23.1 Consent of Price Waterhouse LLP
23.2 Consent of Cooley Godward LLP (contained in Exhibit 5)
24 Power of Attorney (see page II-2)
99 1996 Employee Stock Purchase Plan, as amended effective June 11, 1997(1)
</TABLE>
(1) Filed with the Company's definitive proxy statement for its 1997 Annual
Meeting of Stockholders, filed with the Commission on April 30, 1997 and
incorporated herein by reference.
<PAGE> 3
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 March 31, 1998.
OACIS HEALTHCARE HOLDINGS CORP.
By: /s/ Jim McCord
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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 March 31, 1998
- ----------------------------------- Board of Directors
Jim McCord
/s/ Stephen Ghiglieri Vice President of Finance and Administration, March 31, 1998
- ----------------------------------- Chief Financial Officer and Secretary
Stephen Ghiglieri
/s/ John Kingery President, Chief Operating Officer and Director March 31, 1998
- -----------------------------------
John Kingery
/s/ Alan W. Crites Director March 31, 1998
- -----------------------------------
Alan W. Crites
/s/ David Dominik Director March 31, 1998
- -----------------------------------
David Dominik
/s/ Fred Goad Director March 31, 1998
- -----------------------------------
Fred Goad
/s/ Dennis Sisco Director March 31, 1998
- -----------------------------------
Dennis Sisco
/s/ William H. Younger, Jr. Director March 31, 1998
- -----------------------------------
William H. Younger, Jr.
/s/ Bernard Puckett Director March 31, 1998
- -----------------------------------
Bernard Puckett
</TABLE>
II-2
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT DESCRIPTION PAGE
<S> <C> <C>
5 Opinion of Cooley Godward LLP II-4
23.1 Consent of Price Waterhouse, LLP II-5
23.2 Consent of Cooley Godward LLP (contained in Exhibit 5)
24 Power of Attorney (See Page II-2)
99 1996 Employee Stock Purchase Plan, as amended effective June 11, 1997(1)
</TABLE>
(1) Filed with the Company's definitive proxy statement for its 1997 Annual
Meeting of Stockholders, filed with the Commission on April 30, 1997 and
incorporated herein by reference.
II-3
<PAGE> 1
EXHIBIT 5
March 31, 1998
Oacis Healthcare Holdings Corp.
100 Drake's Landing Road, Suite 100
Greenbrae, CA 94904
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by Oacis Healthcare Holdings Corp. (the "Company") of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission covering the offering of up to an additional
350,000 shares of the Company's Common Stock, $.001 par value (the "Shares"),
pursuant to its 1996 Employee Stock Purchase Plan, as amended effective June 11,
1997 (the "Plan").
In connection with this opinion, we have examined the Registration Statement and
related prospectus, your Certificate of Incorporation and Bylaws, as amended,
and such other documents, records, certificates, memoranda and other instruments
as we deem necessary as a basis for this opinion. We have assumed the
genuineness and authenticity of all documents submitted to us as originals, the
conformity to originals of all documents submitted to us as copies thereof, and
the due execution and delivery of all documents where due execution and delivery
are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when sold and issued in accordance with the Plan, the
Registration Statement and related prospectus, will be validly issued, fully
paid, and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
By: /s/ Kenneth L. Guernsey
---------------------------------
Kenneth L. Guernsey
II-4
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EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP, INDEPENDENT AUDITORS
We hereby consent to the incorporation by reference in the Registration
Statement Form S-8 to our report dated January 9, 1998, which appears on page 25
of the 1997 Annual Report to Shareholders included in the Oacis Healthcare
Holdings Corp. Annual Report on Form 10-KSB for the year ended December 31,
1997.
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
San Jose, CA
March 30, 1998
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