MEDICONSULT COM INC
S-8, 1999-12-16
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<PAGE>

   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

- --------------------------------------------------------------------------------------------------------------------
<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.
<PAGE>

                               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
<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 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.

<TABLE>
<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


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