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Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM S-8
Registration Statement
under
The Securities Act of 1933
HEALTHGRADES.COM, INC.
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(Exact name of registrant as specified in its charter)
Delaware 62-1623449
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
44 Union Boulevard, Suite 600, Lakewood, Colorado 80228
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(Address of Principal Executive Offices) (Zip Code)
HealthGrades.com, Inc. 1996 Equity Compensation Plan
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(Full title of the plan)
Kerry R. Hicks
Chief Executive Officer
HealthGrades.com, Inc.
44 Union Boulevard, Suite 600
Lakewood, Colorado 80228
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(Name and address of agent for service)
(303) 716-0041
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(Telephone number, including area code, of agent for service)
Copies to:
Alan Singer, Esquire
Morgan, Lewis & Bockius LLP
1701 Market Street
Philadelphia, Pennsylvania 19103-2921
(215) 963-5000
CALCULATION OF REGISTRATION FEE
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<CAPTION>
Proposed Proposed
maximum maximum
Amount offering aggregate Amount of
Title of securities to be price per offering registration
to be registered registered share price fee
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<S> <C> <C> <C> <C>
Common Stock, $.001 1,000,000(2) $1.00(1) $1,000,000 $264.00
par value
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(1) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the average of the high and low prices of the Company's Common Stock,
as reported on the Nasdaq National Market, of $1.00 per share on August 2,
2000.
(2) Pursuant to Rule 416 under the Securities Act of 1933, this Registration
Statement also covers such additional shares as may hereinafter be offered
or issued to prevent dilution resulting from stock splits, stock
dividends, recapitalizations or certain other capital adjustments.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by HealthGrades.com, Inc. (the
"Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 are incorporated in this registration
statement by reference:
1. Our Annual Report on Form 10-K for the fiscal year ended December
31, 1999, as amended by Form 10-K/A filed on May 1, 2000.
2. Our Current Report on Form 8-K dated February 4, 2000 and filed on
February 8, 2000.
3. Our Current Report on Form 8-K dated February 3, 2000 and filed on
February 18, 2000.
4. Our Current Report on Form 8-K dated March 6, 2000 and filed on
March 7, 2000.
5. Our Current Report on Form 8-K dated March 20, 2000 and filed on
March 21, 2000.
6. Our Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 2000.
7. The description of our shares of Common Stock, $.001 par value,
contained in the Registration Statement on Form 8-A that we filed
with the Securities and Exchange Commission on January 21, 1997 to
register those securities under the Securities Exchange Act of 1934.
All documents that we file pursuant to Section 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 after the date of this
registration statement and prior to the filing of a post-effective
amendment to this registration statement that indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, will 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. Any statement contained in a document
incorporated by reference herein will be deemed to be modified or
superseded for purposes hereof to the extent that a statement contained
herein (or in any other subsequently filed document that also is
incorporated by reference herein) modifies or supersedes such statement.
Any statement so modified or superseded will not be deemed to constitute a
part hereof except as so modified or superseded.
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Experts
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The consolidated financial statements of HealthGrades.Com, Inc.
appearing in its Annual Report on Form 10-K for the year ended December
31, 1999, have been audited by Ernst & Young LLP, independent auditors, as
set forth in their report thereon included therein and incorporated herein
by reference. Such financial statements are, and audited financial
statements to be included in subsequently filed documents will be,
incorporated herein in reliance upon the reports of Ernst & Young LLP
pertaining to such financial statements (to the extent covered by consents
filed with the Securities and Exchange Commission) given on the authority
of such firm as experts in accounting and auditing.
Item 4. Description of Securities.
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Not applicable.
Item 5. Interests of Named Experts and Counsel.
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Not applicable.
Item 6. Indemnification of Directors and Officers.
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Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
permits a corporation, in its certificate of incorporation, to limit or
eliminate, subject to certain statutory limitations, the liability of directors
to the corporation or its stockholders for monetary damages for breaches of
fiduciary duty, except for liability (a) for any breach of the director's duty
of loyalty to the corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit. Article 7 of our Certificate
of Incorporation provides that the personal liability of our directors is
eliminated to the fullest extent permitted by Section 102(b)(7) of the DGCL.
Under Section 145 of the DGCL, a corporation has the power to indemnify
directors and officers under certain prescribed circumstances and subject to
certain limitations against certain costs and expenses, including attorney's
fees actually and reasonably incurred in connection with any action, suit or
proceeding, whether civil, criminal, administrative or investigative, to which
any of them is a party by reason of being a director or officer of the
corporation if it is determined that the director or officer acted in accordance
with the applicable standard of conduct set forth in such statutory provision.
Article VI of our Bylaws provides that we will indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by reasons of the fact that he is or was
our director, officer and, if designated by our Board of Directors as an
authorized representative, our employee or agent, against certain liabilities,
costs and expenses. Article VI further permits us to purchase and maintain
insurance on behalf of any person who is or was our director, officer, employee
or agent, or is or was serving at our request as a director, officer,
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employee or agent of another entity, against any liability asserted against such
person and incurred by such person in any such capacity or arising out of his
status as such, whether or not we would have the power to indemnify such person
against such liability under the DGCL.
We have purchased directors and officers liability insurance.
Item 7. Exemption from Registration Claimed.
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Not applicable.
Item 8. Exhibits.
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The following Exhibits are filed as part of this Registration Statement:
4 HealthGrades.com, Inc. 1996 Equity Compensation Plan, as amended
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)
24 Power of Attorney (contained on signature page of this Registration
Statement)
Item 9. Undertakings.
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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;
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provided, however, that paragraphs (a)(l)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs 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.
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.
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.
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 the foregoing provisions, 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.
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SIGNATURES AND POWER OF ATTORNEY
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 Lakewood, Colorado on this 3rd day of August, 2000.
HealthGrades.com, Inc.
By: /s/ Kerry R. Hicks
_______________________
Kerry R. Hicks
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Kerry R. Hicks, Patrick M. Jaeckle and D. Paul
Davis and each of them, his true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.
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.
Signature Title Date
/s/ Kerry R. Hicks Chief Executive Officer August 3, 2000
___________________ and Director
Kerry R. Hicks
/s/ D. Paul Davis Chief Financial Officer August 3, 2000
__________________
D. Paul Davis
/s/ Patrick M. Jaeckle Director August 3, 2000
______________________
Patrick M. Jaeckle
/s/ Peter Cheesbrough Director August 3, 2000
_____________________
Peter Cheesbrough
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/s/ Leslie S. Matthews, M.D. Director August 3, 2000
_____________________________
Leslie S. Matthews, M.D.
/s/ Marc S. Sandroff Director August 3, 2000
____________________
Marc S. Sandroff
/s/ Parag Saxena Director August 3, 2000
________________
Parag Saxena
/s/ Mats Wahlstrom Director August 3, 2000
___________________
Mats Wahlstrom
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HEALTHGRADES.COM, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
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<CAPTION>
Exhibit No.
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<S> <C>
4 HealthGrades.com, Inc. 1996 Equity Compensation Plan, as amended
5 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (contained in Exhibit 5)
24 Power of Attorney (contained on signature page of this Registration Statement)
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