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As filed with the Securities and Exchange Commission on December 16, 1999
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 (IRS employer identification
incorporation or organization) number)
1330 Avenue of the Americas
New York, New York 10019
(212) 841-7300
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________
Physicians' Online 1994 Stock Option Plan
(Full title of the plan)
____________
E. Michael Ingram
Chief Financial Officer,
General Counsel and Secretary
Mediconsult.com, Inc.
1330 Avenue of the Americas
New York, New York 10019
(212) 841-7300
e-mail: [email protected]
(Name, address and telephone number, including area code, of agent for service)
____________
With Copy To:
Kelly Vance, Esq.
Covington & Burling
1330 Avenue of the Americas
New York, New York 10019
(212) 841-1000
____________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum Amount Of
Title Of Each Class Of Securities To Amount To Be Offering Aggregate Registration
Be Registered Registered Price Per Share Offering Price Fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 par value........... 1,900,000 shares $8.00 (1) $15,200,000 $4,013
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Calculated for the shares being registered based upon the average of the
high and low prices of the Common Stock on the Nasdaq National Market on
December 13, 1999 in accordance with Rules 457(c) and 457(h) of the Securities
Act of 1933, as amended.
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EXPLANATORY NOTE
This registration statement on Form S-8 is being filed to register the
shares of common stock, $.001 par value per share, of Mediconsult.com, Inc., a
Delaware corporation, issuable pursuant to the 1994 Stock Option Plan of
Physicians' Online, Inc., a Delaware corporation. Pursuant to the terms of
Section 1.2 of the Agreement and Plan of Merger by and among the registrant,
PMCI, Inc., a Delaware corporation and a wholly-owned subsidiary of the
registrant and POL, dated as of September 7, 1999, as amended, the registrant
will assume all of the outstanding options to purchase shares of common stock of
POL under the 1994 Stock Option Plan of POL at the effective time of the merger
of PMCI, Inc. with and into POL.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The contents of Mediconsult.com, Inc.'s Registration Statement on Form
S-8 relating to its 1996 Stock Option Plan, Registration Nos. 333-32289 and 333-
72971, filed with the Securities and Exchange Commission on July 29, 1997, and
February 26, 1999, respectively, other than the response to Item 8, are hereby
incorporated by reference. In addition, the information listed in Item 3 is
hereby incorporated by reference herein.
Item 3. Incorporation of Documents by Reference.
The following additional document filed by Mediconsult with the
Securities and Exchange Commission under the Securities Act of 1933, as amended,
is hereby incorporated by reference herein:
. Prospectus filed November 30, 1999 pursuant to Rule 424(b)
Item 8. Exhibits.
The following documents are filed as exhibits to this registration
statement:
EXHIBIT NUMBER DESCRIPTION
- -------------- -----------
4.1 Certificate of Incorporation (incorporated by reference from
Mediconsult's Registration Statement on Form S-1, filed April
2, 1999 (Registration No. 333-73059))
4.2 Bylaws of the Corporation (incorporated by reference from
Mediconsult's Registration Statement on Form 10-SB, filed
December 16, 1996 (File No. 333-21883))
4.3 Physicians' Online 1994 Stock Option Plan, as amended
(incorporated by reference from Annex E to Mediconsult's
Registration Statement on Form S-4, filed November 19, 1999
(Registration No. 333-91373))
5 Opinion of Covington & Burling
23.1 Consent of Covington & Burling (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers, independent auditors.
23.3 Consent of Arthur Andersen, LLP, independent auditors
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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 New York, State of New York, on this 16th day of
December, 1999.
MEDICONSULT.COM, INC.
By: /s/ Robert A. Jennings
----------------------------
Robert A. Jennings
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated on this 16th day of December, 1999.
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<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ Robert A. Jennings Chairman and Chief Executive Officer
__________________________ (Principal Executive Officer)
Robert A. Jennings
/s/ E. Michael Ingram Chief Financial Officer, General
__________________________ Counsel and Secretary (Principal
E. Michael Ingram Financial Officer)
/s/ Louis Leonardelli Controller (Principal Accounting
__________________________ Officer)
Louis Leonardelli
/s/ Ian Sutcliffe President and Director
__________________________
Ian Sutcliffe
/s/ John Buchanan Director
__________________________
John Buchanan
/s/ Barry Guld Director
__________________________
Barry Guld
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
4.1 Certificate of Incorporation (incorporated by reference from
Mediconsult's Registration Statement on Form S-1, filed April
2, 1999 (Registration No. 333-73059))
4.2 Bylaws of the Corporation (incorporated by reference from
Mediconsult's Registration Statement on Form 10-SB, filed
December 16, 1996 (File No. 333-21883))
4.3 Physicians' Online 1994 Stock Option Plan, as amended
(incorporated by reference from Annex E to Mediconsult's
Registration Statement on Form S-4, filed November 19, 1999
(Registration No. 333-91373))
5 Opinion of Covington & Burling
23.1 Consent of Covington & Burling (included in Exhibit 5)
23.2 Consent of PricewaterhouseCoopers, independent auditors.
23.3 Consent of Arthur Andersen, LLP, independent auditors
<PAGE>
Exhibit 5
[Letterhead of Covington & Burling appears here]
December 16, 1999
Mediconsult.com, Inc.
1330 Avenue of the Americas
New York, NY 10019
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of 1,900,000 shares of common stock, par value $.001 per
share (the "Shares"), of Mediconsult.com, Inc., a Delaware corporation (the
"Company"), pursuant to the Registration Statement on Form S-8 (the
"Registration Statement") filed by you with the Securities and Exchange
Commission, we have examined such corporate records, certificates and other
documents and such questions of law as we have considered necessary or
appropriate for the purposes of this opinion.
Upon the basis of such examination, we advise you that, in our
opinion, when the Registration Statement has become effective under the Act, the
terms of the issuance and sale of the Shares have been duly established in
conformity with the Company's Certificate of Incorporation and the proceedings
that we contemplate being taken prior to the issuance of the Shares have been
completed, the Shares, when issued and sold as contemplated in the Registration
Statement and assuming compliance with the Act, will be duly and validly issued,
fully paid and nonassessable.
We hereby consent to the filing of our opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Covington & Burling
<PAGE>
Exhibit 23.2
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1999 relating to the
financial statements, which appears in Mediconsult.com, Inc.'s Prospectus, filed
November 30, 1999, pursuant to Rule 424(b) of the Securities Act of 1933, as
amended.
/s/ PricewaterhouseCoopers
December 16, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
-----------------------------------------
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated July 19, 1999 for
Physicians' Online, Inc. in Mediconsult.Com, Inc.'s Prospectus, filed November
30, 1999 with the SEC pursuant to Rule 424(b) under the Securities Act, as
amended, and to all references to our Firm included in this prospectus.
/s/ ARTHUR ANDERSEN LLP
New York, New York
December 15, 1999
