MEDICONSULT COM INC
S-8, 1997-07-29
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<PAGE>
As filed with the Securities and Exchange Commission on July 28, 1997
                                                 Registration No. 333-______
- ------------------------------------------------------------------------------
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                        FORM S-8 REGISTRATION STATEMENT
                       UNDER THE SECURITIES ACT OF 1933

                            MEDICONSULT.COM, INC.
              Exact name of Registrant as specified in its charter

          Delaware                                      84-1341886
- --------------------------------                 --------------------------
(State or other jurisdiction of                 (I.R.S. Employer Identifi-     
incorporation or organization)                         cation Number)          

              33 Reid Street, 4th Floor, Hamilton HM 12, Bermuda
          ------------------------------------------------------------
          (Address of principal executive offices, including Zip Code)

                            1996 Stock Option Plan
                           ------------------------
                     (Full title of the plan)

                           Robert Jennings, President
              33 Reid Street, 4th Floor, Hamilton HM 12, Bermuda
                                (441) 296-0736
- ------------------------------------------------------------------------------
(Name, address and telephone number, including area code, of agent for
service)

             Copy to:         Jon D. Sawyer, Esq.
                     Krys Boyle Freedman Scott & Sawyer, P.C.
                 600 Seventeenth Street, Suite 2700 South Tower
                            Denver, Colorado  80202
                                 (303) 893-2300
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------
                        CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
                                                                     Amount
                                    Proposed Maxi-   Proposed Maxi-  of Reg-
Title of Securities  Amount to be   mum Offering     mum Aggregate   istra-
 to be Registered    be Registered  Price Per Share  Offering Price  tion Fee
- ------------------------------------------------------------------------------
<S>                 <C>            <C>              <C>             <C>
Common Stock,        1,000,000      $0.0823<FN1>     $82,300         $100.00   
$.0001 Par Value       Shares
- ------------------------------------------------------------------------------
<FN>
<FN1>
Based on the exercise price of the options outstanding under the 1993 Stock
Option Plan as to 980,000 shares and the average of the closing bid and ask
prices of the Registrant's Common Stock on  July 25, 1997, as reported on the
OTC Bulletin Board, as to the remaining 20,000 shares.
</FN>
</TABLE>
<PAGE>
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following documents previously filed by Mediconsult.com, Inc. (the
"Company") with the Securities and Exchange Commission under the Securities
Exchange Act of 1934 (the "Exchange Act") are hereby incorporated herein by
reference:

     (1)  The Company's Registration Statement on Form 10SB, as amended (SEC
File No. 0-29282).

     (2)  The description of the Common Stock as contained in the Company's
Registration Statement on Form 10SB filed pursuant to Section 12(g) of the
Exchange Act (SEC File No. 0-29282).

     In addition, all documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof
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 this
registration statement and to be a 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.

    The Delaware General Corporation Law (the "Code") permits the Company to
indemnify an officer or director who was or is a party or is threatened to be
made a party to any proceeding because of his or her position, if the officer
or director acted in good faith and in a manner he or she reasonably believed
to be in the best interests of the Company.  The Code authorizes the Company
to advance expenses incurred in defending any such proceeding under certain
circumstances, and if the officer or director is successful on the merits, it
authorizes the Company to indemnify the officer or director against all
expenses, including attorneys' fees, incurred in connection with any such
proceeding.  The Company's Bylaws and Certificate of Incorporation provide
that the Company shall indemnify its officers and directors in accordance with
the Code.

     The Code permits the Company to limit the personal liability of its
directors  for monetary damages for breaches of fiduciary duty as a director,
except for breaches that involve the director's duty of loyalty, acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, acts involving unlawful dividends or stock
redemptions or transactions from which the director derived an improper
personal benefit.  Article 10 of the Company's Certificate of Incorporation,
as amended, includes such a provision which limits the personal monetary
liability of its directors.
                                    II-1
<PAGE>
ITEM 7.  EXEMPTION FROM REGISTRATION.

         Not applicable.

ITEM 8.  EXHIBITS.

         The following documents are filed as exhibits to this Registration
Statement:

EXHIBIT
NUMBER                                TITLE
- -------                               -----

  4.1      Articles of Incorporation, as amended (Incorporated
           by reference to Exhibit 3.1 to the Company's Form
           10SB Registration Statement No. 0-29282)

  4.2      Bylaws, as amended (Incorporated by reference to
           Exhibit 3.2 to the Company's Form 10SB Registration 
           Statement No. 0-29282)

  5        Opinion of Krys Boyle Freedman Scott & Sawyer, P.C. as to
           the legality of the securities being registered

 23.1      Consent of Krys Boyle Freedman Scott & Sawyer, P.C.
           (contained in its opinion filed as Exhibit 5)

 23.2      Consent of Coopers & Lybrand Chartered Accountants

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 of 1933;

               (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;

               (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 subparagraphs (I) and (ii) do not apply if the
information required to be included in a post-effective amendment by those
subparagraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
                                    II-2
<PAGE>
          (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 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.

          (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 Item 6, 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.
                                   II-3
<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 Hamilton, Bermuda on the 28th day of July, 1997.

                                  MEDICONSULT.COM, INC.

                                  By /s/ Robert E. Jennings
                                     Robert E. Jennings, President

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the capaci-
ties and on the dates indicated.

       SIGNATURE                          TITLE                   DATE

/s/ Robert E. Jennings         President, Chief Executive      July 28, 1997
Robert E. Jennings             Officer (Principal Finan-
                               cial and Accounting Officer)
                               and Director

EXHIBIT 5
                    KRYS BOYLE FREEDMAN SCOTT & SAWYER, P.C.
                               Attorneys at Law
Telephone             Dominion Plaza, Suite 2700 South Tower       Facsimile
(303) 893-2300               600 Seventeenth Street           (303) 893-2882
                          Denver, Colorado  890202-5427

                                 July 28, 1997

Mediconsult.com, Inc.
33 Reid Street, 4th Floor
Hamilton HM 12, Bermuda

     Re:  SEC Registration Statement on Form S-8

Gentlemen:

     We are counsel for Mediconsult.com, Inc., a Delaware corporation (the
"Company") in connection with its registration under the Securities Act of
1933, as amended (the "Act"), of 1,000,000 shares of common stock which may be
issued upon the exercise of options granted under the Company's 1996 Stock
Option Plan through a Registration Statement on Form S-8 as to which this
opinion is a part, to be filed with the Securities and Exchange Commission
(the "Commission").

     In connection with rendering our opinion as set forth below, we have
reviewed and examined originals or copies identified to our satisfaction of
the following:

     (1)  Articles of Incorporation of the Company as filed  with the
Secretary of State of the State of Delaware.

     (2)  Minute book containing the written deliberations and resolutions
of the Board of Directors and Shareholders of the Company.

     (3)  The Registration Statement.

     (4)  The exhibits to the Registration Statement to be filed with the
Commission.

     We have examined such other documents and records, instruments and
certificates of public officials, officers and representatives of the Company,
and have made such other investigations as we have deemed necessary or
appropriate under the circumstances.

     Based upon the foregoing and in reliance thereon, it is our opinion that
the 1,000,000 shares of the Company's $.0001 par value common stock which may
be issued upon the exercise of  options under the 1996 Stock Option Plan will,
upon the purchase, receipt of full payment, issuance and delivery in
accordance with the terms of such options, be duly and validly authorized,
legally issued, fully paid and non-assessable.
<PAGE>
     We hereby consent to the filing of this opinion as an exhibit to the
referenced Registration Statement on Form S-8.

                                     Very truly yours,

                                     KRYS BOYLE FREEDMAN SCOTT & SAWYER, P.C.

                                     By /s/ Jon D. Sawyer
                                         Jon D. Sawyer

EXHIBIT 23.2
COOPERS & LYBRAND CHARTERED ACCOUNTANTS

                  CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the inclusion in this registration statement on Form S-8 of
Mediconsult.com, Inc. of our report dated January 14, 1997, on our audit of
the financial statements of Mediconsult.com, Inc. appearing in the Company's
Registration Statement on Form 10SB.

/s/Coopers & Lybrand
COOPERS & LYBRAND CHARTERED ACCOUNTANTS

Hamilton, Bermuda
July 25, 1997


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