<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 17, 1997
REGISTRATION STATEMENT NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM SB-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHDESK CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
California 7372 94-3165144
(State or other jurisdiction (Primary Standard Industrial (IRS Employer
of incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2560 Ninth Street, Suite 220
Berkeley, California 94710
(510) 883-2160
(Address, including Zip Code and telephone number, including
Area Code, of Registrant's principal executive offices)
PETER O'DONNELL
President and Chief
Executive Officer
HealthDesk Corporation
2560 Ninth Street, Suite 220
Berkeley, California 94710
(510) 883-2160
(Name, address, including Zip Code and telephone number,
including Area Code, of agent for service)
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Copies to:
PETER M. ASTIZ, ESQ. ROBERT J. MITTMAN, ESQ.
GRAY CARY WARE & FREIDENRICH, TENZER GREENBLATT LLP
A Professional Corporation The Chrysler Building
400 Hamilton Avenue 405 Lexington Avenue
Palo Alto, California 94301 New York, New York 10174
Tel: (415) 328-6561 Tel: (212) 885-5000
Fax: (415) 327-3699 Fax: (212) 885-5001
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Approximate date of proposed sale to the public: As promptly as
practicable after this Registration Statement becomes effective.
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-14519
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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Title of Each Class Proposed Maximum Proposed Maximum Amount of
of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered (1) per Share (2) Offering Price (2) Fee
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<S> <C> <C> <C> <C>
Common Stock 230,000 $5.00 $1,150,000 $348.48
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Warrants .......... 230,000 $ .10 $ 23,000 $ 6.97
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Common Stock(3) ... 230,000 $5.00 $1,150,000 $348.48
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Total ............................................................... $703.93(4)
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(1) Assumes the Underwriter's option to purchase up to 30,000 additional
shares and/or 30,000 additional Warrants is exercised in full.
(2) Estimated solely for the purposes of calculating the amount of the
registration fee pursuant to Rule 457(a).
(3) Issuable upon exercise of the Warrants to be sold to the public
hereunder, together with, pursuant to Rule 416, such indeterminent number
of shares of Common Stock as may be issuable pursuant to anti-dilution
provisions contained therein.
(4) Previously paid in connection with Registration Statement No. 333-14519.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Commission, acting
pursuant to said Section 8(a), may determine.
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The information in the Registration Statement filed by HealthDesk
Corporation (the "Company") with the Securities and Exchange Commission (the
"Commission") (File No. 333-14519) pursuant to Securities Act of 1933, as
amended, is incorporated by reference into this Registration Statement.
<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 SB-2 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Berkeley, State of California, on January 17,
1997.
HEALTHDESK CORPORATION
By /s/ Peter O'Donnell
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Peter O'Donnell, President
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on
the dates indicated:
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<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ Peter O'Donnell President, Chief Executive Officer and Chairman January 17, 1997
- ---------------------------- of the Board (Principal Executive Officer)
Peter O'Donnell
/s/ Timothy S. Yamauchi Chief Financial Officer, Secretary and January 17, 1997
- ---------------------------- Treasurer (Principal Financial and Accounting
Timothy S. Yamauchi Officer)
/s/ John Pappajohn Director January 17, 1997
- ----------------------------
John Pappajohn
/s/ James A. Gordon Director January 17, 1997
- ----------------------------
James A. Gordon
/s/ Dr. Joseph Rudick Director January 17, 1997
- ----------------------------
Dr. Joseph Rudick
/s/ David Sengpiel Director January 17, 1997
- ----------------------------
David Sengpiel
Director January , 1997
- ----------------------------
Dr. Edward C. Geehr
</TABLE>
II-5
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EXHIBIT INDEX
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<CAPTION>
Description Page No.
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<S> <C> <C>
5.1* Opinion and Consent of Gray Cary Ware & Freidenrich, a Professional Corporation, as to
legality of securities being registered
23.1* Consent of Independent Accountants
23.2* Consent of Counsel contained in Exhibit 5.1
</TABLE>
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* Filed herewith.
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EXHIBIT 5.1
January 16, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: HealthDesk Corporation, Registration Statement on Form SB-2
Ladies and Gentlemen:
As counsel to HealthDesk Corporation (the "Company"), we are rendering
this opinion in connection with a proposed sale of those certain shares of
the Company's newly-issued Common Stock and those certain warrants
exercisable for shares of the Company's newly-issued Common Stock as set
forth in the Registration Statement on Form SB-2 filed under Rule 462(b) of
the Securities Act of 1933 to which this opinion is being filed as exhibit
5.1 (collectively, the "Shares"). We have examined all instruments, documents
and records which we deemed relevant and necessary for the basis of our
opinion hereinafter expressed. In such examination, we have assumed the
genuineness of all signatures and the authenticity of all documents submitted
to us as originals and the conformity to the originals of all documents
submitted to us as copies.
We express no opinion with respect to (i) the availability of equitable
remedies, including specific performance, or (ii) the effect of bankruptcy,
insolvency, reorganization, moratorium or equitable principles relating to or
limiting creditors' rights generally.
Based on such examination, we are of the opinion that the Shares
identified in the above-referenced Registration Statement will be, upon
effectiveness of the Registration Statement and receipt by the Company of
payment therefor, validly authorized, legally issued, fully paid, and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name wherever
it appears in said Registration Statement, including the Prospectus
constituting a part thereof, as originally filed or as subsequently amended.
Respectfully submitted,
GRAY CARY WARE & FREIDENRICH
A Professional Corporation
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion in this registration statement on Form SB-2 of
our report dated July 30, 1996, except for Note 12 as to which the date is
December 2, 1996, on our audits of the financial statements of HealthDesk
Corporation. We also consent to the reference to our firm under the caption
"Experts".
/s/ COOPERS & LYBRAND LLP
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COOPERS & LYBRAND LLP
San Francisco, California
January 16, 1997
