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Registration No. 333-90481
As filed with the Securities and Exchange Commission on October 27, 2000
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8/A
Registration Statement
under the Securities Act of 1933
RNETHEALTH, INC.
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(Exact name of registrant as specified in its charter)
Colorado 39-1731029
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(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
506 Santa Monica Bl., Suite 400,
Santa Monica, California 90401
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(Address of Principal Executive Offices) (Zip Code)
2000 Stock Compensation Plan, as amended
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(Full title of the plan)
Wendy Borow Johnson
Rnethealth, Inc.
506 Santa Monica Bl., Suite 400
Santa Monica, CA 90401
(310) 393-3979
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(Name, address and telephone number of agent for service)
Copy to: James Eisberg, Esq.
BECKMAN, MILLMAN & SANDERS LLP
116 John Street
New York, NY
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be registered registered offering Price Per Aggregate Offering Registration Fee
Share Price
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<S> <C> <C> <C> <C>
Common Stock 4,050,000(1) $0.5312(2) $2,151,360 $598.07
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</TABLE>
(1) Previously 1,850,000 shares of common stock were registered. The Plan has
been amended increasing the number of shares authorized for issuance to
4,050,000.
(2) The proposed maximum offering price per share of Common Stock and the
proposed maximum aggregate offering price are calculated solely for the purpose
of determining the registration fee pursuant to Rule 457(h) under the Securities
Act of 1933. The fee for the shares being registered is based on a price of
$0.5312 per share, which was the average of the closing bid price of the Common
Stock on July 14, 2000, as quoted on the Nasdaq National Market.
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PART I
The document(s) containing the information concerning the RnetHealth, Inc.
2000 Stock Compensation Plan, effective as of July 18, 2000, was amended on
October 20, 2000 (the "Plan") to increase the number of shares authorized for
issuance from 1,850,000 to 4,050,000, required by Item 1 of this Form S-8/A, and
the statement of availability of Registrant information, employee benefit plan
annual reports and other information required in Item 2 of this Form S-8/A will
be sent or given to participants as specified by Rule 428. In accordance with
Rule 428 and the requirements of Part I of Form S-8/A, such documents are not
being filed with the Securities and Exchange Commission (the "SEC") either as
part of this registration statement on Form S-8/A (the "Registration
Statement") or as prospectuses or prospectus supplements pursuant to Rule 424.
Rnethealth, Inc., a Colorado corporation (the "Company"), shall maintain a file
of such documents in accordance with the provisions of Rule 428. Upon request,
the Company shall furnish to the SEC or its staff a copy or copies of all of the
documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Rnethealth, Inc. (the "Company") under the
Securities Exchange Act of 1934 (the "Exchange Act") are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended June 30,2000;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since June 30, 2000; and
(c) The description of the Company's Common Stock contained in the
Company's Registration Statement filed with the SEC under the Exchange Act
and subsequent amendments and reports filed to update such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment which indicates that all
securities offered hereby 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 the filing of
such documents.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained in a subsequently filed
document which is also incorporated by reference herein modified or superseded
such statement.
Item 4. DESCRIPTION OF SECURITIES
Not applicable.
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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As permitted by the Colorado Business and Corporation Act, the Company's
Articles of Incorporation provide that directors and officers of the Company
will not be personally liable to the Company or its shareholders for monetary
damages for breach of fiduciary duty as a director or officer, except for
liability for breach of a director's or officer's duty of loyalty to the Company
or its shareholders, for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, for acts relating to
unlawful distributions or for any transaction from which the director or officer
derived and improper personal benefit. The Company's Articles of Incorporation
also provide (subject to certain exceptions) that the Company shall, to the
maximum extent permitted from time to time under the law of the State of
Colorado, indemnify, and upon such request shall advance expenses to, any
director or officer to the extent permitted under such law as may from time to
time be in effect. The Company's bylaws require the Company to indemnify, the
full extent permitted by law, any director, officer, employee or agent of the
Company for acts which such person reasonably believes are not in violation of
the Company's corporate purposes as set forth in the Articles of Incorporation.
As a result of these provisions, shareholders may be unable to recover damages
against the directors and officers of the Company for actions taken by them
which constitute negligence or gross negligence, or a violation of their
fiduciary duties, which may reduce the likelihood of shareholders instituting
derivative litigation against directors and officers and may discourage or deter
shareholders from suing directors, officers, employees and agents of the Company
for breached of their duty of care, even though such an action, if successful,
might otherwise benefit the Company and its shareholders.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
Item 8. EXHIBITS
Exhibit Number Description
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4.15 The Company's Articles of Incorporation (incorporated by
reference to exhibit 3.1 to the Company's Registration
Statement on Form SB-2, File No. 333-27787)
4.16 The Company's Bylaws (incorporated by reference to exhibit 3.2
to the Company's Registration Statement on Form SB-2,
File No. 333-27787)
4.17 Rnethealth.com, Inc. 2000 Stock Compensation Plan, as amended
(Filed herewith)
4.18 Registration Statement of the Company on Form 8-A (declared
effective on July 31, 1997, File No. 0- 22913, and
incorporated herein by reference)
4.19 Resolution of the Board of Directors dated October 20, 2000
(Filed herewith)
5.2 Opinion of Counsel of Beckman, Millman & Sanders, LLP
(Filed herewith)
23.4 Consent of Corbin & Wertz (Filed herewith)
23.5 Consent of Beckman, Millman & Sanders, LLP (included in
Exhibit 5.2)
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Item 9. UNDERTAKINGS
The undersigned Company 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.
(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.
(4) 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 the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company 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 that the payment by the Company of expenses incurred or
paid by a director, officer, or controlling person of the Company in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer, or controlling person of the Company in the successful
defense of that action suit, or proceeding) is asserted by such director,
officer, or controlling person in connection with the securities being
registered, the Company 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 of 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.
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/A and has duly caused this registration
statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Monica, State of California, on the 27th
day of October, 2000.
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RNETHEALTH, INC.
By: /s/ WENDY BOROW JOHNSON
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Wendy Borow Johnson
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated.
By: /s/ ANTONIO SALEM
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Antonio Salem, Interim Chief Financial Officer
Dated: October 25, 2000
By: /s/ ROBERT PORTRIE
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Robert Portrie, Chairman of the Board of Directors
Dated: October 25, 2000
By: /s/ GEORGE HENRY
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George Henry, Member of the Board of Directors
Dated: October 25, 2000
By: /s/ MARC GUREN
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Marc Guren, Member of the Board of Directors
Dated: October 25, 2000
By: /s/ KEVIN WALL
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Kevin Wall, Member of the Board of Directors
Dated: October 25, 2000
By: /s/ WENDY BOROW JOHNSON
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Wendy Borow Johnson, Member of the Board of Directors
Dated: October 25, 2000
By: /s/ W. THOMAS OLIVER
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W. Thomas Oliver, Member of the Board of Directors
Dated: October 25, 2000
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EXHIBIT INDEX
Exhibit Number Description
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4.15 The Company's Articles of Incorporation (incorporated by
reference to exhibit 3.1 to the Company's Registration
Statement on Form SB-2, File No. 333-27787)
4.16 The Company's Bylaws (incorporated by reference to
exhibit 3.2 to the Company's Registration Statement on
Form SB-2, File No. 333-27787)
4.17 Rnethealth.com, Inc. 2000 Stock Compensation Plan, as
amended (Filed herewith)
4.18 Registration Statement of the Company on Form 8-A (declared
effective on July 31, 1997, File No. 0- 22913, and
incorporated herein by reference)
4.19 Resolution of the Board of Directors dated October 25, 2000
(Filed herewith)
5.2 Opinion of Counsel of Beckman, Millman & Sanders, LLP
(Filed herewith)
23.4 Consent of Corbin & Wertz (Filed herewith)
23.5 Consent of Beckman, Millman & Sanders, LLP (included in
Exhibit 5.2)
