<PAGE>
As filed with the Securities and Exchange Commission on October 26, 1998
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
HEALTHWORLD CORPORATION
(Exact name of issuer as specified in its charter)
Delaware 13-3922288
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification Number)
100 Avenue of the Americas
New York, New York 10013
(Address of principal executive offices)
-------------------
Healthworld Corporation
1997 Stock Option Plan
(Full title of the plan)
-------------------
Steven Girgenti Copy to:
Chief Executive Officer Howard S. Jacobs, Esq.
Healthworld Corporation Wayne A. Wald, Esq.
100 Avenue of the Americas Rosenman & Colin LLP
New York, New York 10013 575 Madison Avenue
(212) 966-7640 New York, New York 10022
(Name, address and telephone (212) 940-8800
number of agent for service)
-------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
Title of securities to be Amount to be Proposed maximum Proposed maximum Amount of registration
registered registered offering price per share* aggregate offering price* fee*
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $0.01 1,410,000 $14.50 $20,445,000.00 $5,683.71
per share (1)
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee;
computed, pursuant to Rule 457(c), upon the basis of the average of the high
and low prices of the Common Stock as quoted on the Nasdaq National Market on
October 21, 1998.
(1) All such shares are issuable pursuant to options available for grant under
the Registrant's 1997 Stock Option Plan.
- -------------------------------------------------------------------------------
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.*
Item 2. Registrant Information and Employee Plan Annual Information.*
- ---------------------
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from the Registration Statement in accordance
with Rule 428 under the Securities Act of 1993, as amended (the
"Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Healthworld Corporation (the "Company") is subject to the
informational requirements of the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), and, in accordance therewith, files reports and other
information with the Securities and Exchange Commission (the "Commission").
The following documents, or portions thereof, filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference in this
Registration Statement:
a. The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1997, filed with the Commission on March
26, 1998.
b. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998, filed with the Commission on
May 13, 1998.
c. The Company's Current Report on Form 8-K, filed with the
Commission on August 6, 1998, as amended by an Amendment No.
1 to Current Report on Form 8-K/A, filed with the Commission
on October 5, 1998.
d. The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998, filed with the Commission on
August 12, 1998.
e. The information in respect of the Company's common stock,
$.01 par value, under the caption "Description of Capital
Stock" contained in the Company's Registration Statement on
Form 8-A, filed with the Commission on September 9, 1997.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment hereto indicating that all securities offered 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 of this Registration Statement from the respective dates of filing
of such documents.
2
<PAGE>
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Company's Certificate of Incorporation and By-laws provide that
the Company shall indemnify its directors to the full extent permitted by the
General Corporation Law of the State of Delaware (the "DGCL") and may
indemnify its officers and employees to such extent, except that the Company
shall not be obligated to indemnify any such person (i) with respect to
proceedings, claims or actions initiated or brought voluntarily by any such
person and not by way of defense, or (ii) for any amounts paid in settlement
of an action indemnified against by the Company without the prior written
consent of the Company.
In addition, the Company's Certificate of Incorporation provides that
a director of the Company shall not be personally liable to the Company or its
stockholders for monetary damages for breach of his or her fiduciary duty as
director, except for liability (i) for any breach of the director's duty of
loyalty to the Company or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) for willful or negligent conduct in paying dividends or
repurchasing stock out of other than lawfully available funds or (iv) for any
transaction from which the director derives an improper personal benefit.
Reference is made to Section 145 of the DGCL which provides for
indemnification of directors and officers in certain circumstances.
Item 7. Exemption from Registration Claimed.
Not applicable.
3
<PAGE>
Item 8. Exhibits.
Exhibit No. Description
- ----------- -----------
4.1 Specimen Common Stock Certificate
(incorporated herein by reference to
Exhibit 4.01 to the Company's
Registration Statement on Form S-1,
Registration No. 333-34751, as amended).
4.2 Healthworld Corporation 1997 Stock
Option Plan (incorporated herein by
reference to Exhibit 10.05 to the
Company's Registration Statement on Form
S-1, Registration Statement No.
333-34751, as amended).
4.3 Amendment to the Healthworld Corporation
1997 Stock Option Plan.
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on page 6).
Item 9. Undertakings.
1. The undersigned registrant hereby undertakes: (a) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this registration statement to include any material information with
respect to the plan of distribution not previously disclosed in this
registration statement or any material change to such information in this
registration statement; (b) that, for the purpose of determining any liability
under the Securities Act, 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; and (c) 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.
2. The undersigned registrant hereby undertakes that, for purposes of
determining liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3. The undersigned registrant hereby undertakes to deliver or cause
to be delivered with the prospectus, to each person to whom the prospectus is
sent or given, the latest annual
4
<PAGE>
report to security holders that is incorporated by reference in the prospectus
and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule
14c-3 under the Exchange Act; and, where interim financial information
required to be presented by Article 3 or Regulation S-X is not set forth in
the prospectus, to deliver, or cause to be delivered to each person to whom
the prospectus is sent or given, the latest quarterly report that is
specifically incorporated by reference in the prospectus to provide such
interim financial information.
4. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission, such
indemnification is against public policy as expressed in the Securities 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 or 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
Securities Act and will be governed by the final adjudication of such issue.
5
<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
23rd day of October, 1998.
HEALTHWORLD CORPORATION
(Registrant)
By /s/ Steven Girgenti
-------------------------------------
Steven Girgenti
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 and on the date indicated. Each of the undersigned hereby
constitutes and appoints Steven Girgenti and Stuart Diamond, and each of them,
his true and lawful attorney-in-fact and agent, 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 (including
post-effective amendments) to this Registration Statement on Form S-8 relating
to the securities offered pursuant hereto and to file the same, together will
all exhibits thereto and other documents in connection therewith, with the
Securities and Exchange Commission and such other state and federal government
commissions and agencies as may be necessary or advisable, granting unto said
attorneys-in-fact and agents, and each of them, 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 any of them or his substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Steven Girgenti Chairman of the Board and Chief October 23, 1998
- ---------------------------- Executive Officer (Principal
Steven Girgenti Executive Officer)
/s/ William Leslie Milton Vice Chairman of the Board and October 19, 1998
- ---------------------------- President (Principal Executive
William Leslie Milton Officer)
/s/ Stuart Diamond Executive Vice President, Chief October 23, 1998
- ---------------------------- Financial Officer, Secretary and
Stuart Diamond Treasurer (Principal Financial and
Accounting Officer)
/s/ Francis Hughes Director October 23, 1998
- ----------------------------
Francis Hughes
/s/ Alex Spizz Director October 23, 1998
- ----------------------------
Alex Spizz
</TABLE>
6
<PAGE>
EXHIBIT INDEX
4.1 Specimen Common Stock Certificate
(incorporated by reference to Exhibit
4.01 to the Company's Registration
Statement on Form S-1, Registration No.
333-34751, as amended).
4.2 Healthworld Corporation 1997 Stock
Option Plan (incorporated herein by
reference to Exhibit 10.05 to the
Company's Registration Statement on
Form S-1, Registration Statement No.
333-34751, as amended).
4.3 Amendment to Healthworld Corporation 1997
Stock Option Plan.
5.1 Opinion of Rosenman & Colin LLP.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Rosenman & Colin LLP (included
in Exhibit 5.1).
24.1 Power of Attorney (included on page 6).
<PAGE>
EXHIBIT 4.3
AMENDMENT
TO
HEALTHWORLD CORPORATION
1997 STOCK OPTION PLAN
AMENDMENT (this "Amendment") to the Healthworld Corporation
1997 Stock Option Plan (the "Plan"). Capitalized terms used herein but not
defined herein shall have the meanings ascribed thereto in the Plan.
WHEREAS, the Board of Directors of Healthworld Corporation,
a Delaware corporation (the "Company"), previously adopted the Plan, which was
approved by the stockholders of the Company;
WHEREAS, in February 1998, the Board of Directors of the
Company adopted an amendment to the Plan, subject to the approval of the
stockholders of the Company, to increase the number of shares available under
the Plan by an aggregate of 700,000 shares of Common Stock;
WHEREAS, the stockholders of the Company at the Annual
Meeting of Stockholders of the Company held on June 10, 1998, approved the
amendment to the Plan to increase the number of shares available under the
Plan by an aggregate of 700,000 shares of Common Stock; and
WHEREAS, all terms and conditions of the Plan, other than as
specifically amended as set forth in this Amendment, shall remain in full
force and effect.
NOW THEREFORE, the Plan has been amended as follows:
The first sentence of Section 3 of the Plan was deleted in its
entirety and the following sentence was inserted in its place:
"1,410,000 of the authorized but unissued shares of the
Common Stock, $.01 par value, of the Company (the "Common Stock") are
hereby reserved for issue upon the exercise of Options granted under
the Plan; provided, however, that the number of shares so reserved
may from time to time be reduced to the extent that a corresponding
number of issued and outstanding shares of the Common Stock are
purchased by the Company and set aside for issue upon the exercise of
Options."
IN WITNESS WHEREOF, the Secretary of the Company has
executed this Amendment and certifies that the amendment to the Plan set forth
above accurately reflects the amendment to the Plan adopted by the Board of
Directors and the stockholders of the Company.
/s/ Stuart Diamond
--------------------------
Stuart Diamond, Secretary
<PAGE>
EXHIBIT 5.1
October 23, 1998
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Healthworld Corporation
-----------------------
Gentlemen:
We have acted as counsel for Healthworld Corporation, a Delaware corporation
(the "Company") in connection with the Company's Registration Statement on
Form S-8 filed by the Company with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Act"), with respect to the
registration of 1,410,000 shares (the "Shares") of the Company's common stock,
par value $0.01 per share, for issuance under the Company's 1997 Stock Option
Plan, as amended (the "Plan").
We have made such examination as we have deemed necessary for the purpose of
this opinion. Based upon such examination, it is our opinion that the Shares
have been duly authorized and, upon issuance in accordance with the terms of
stock option agreements or certificates issued under the Plan and otherwise in
accordance with the Plan, will be legally issued, fully paid and
nonassessable.
We hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
ROSENMAN & COLIN LLP
By: /s/ Wayne A. Wald
-----------------
A Partner
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement on Form S-8, of our report dated
February 11, 1998, included in Healthworld Corporation's Annual Report on Form
10-K for the year ended December 31, 1997, and our report dated July 24, 1998
included in Healthworld Corporation's Form 8-K and to all references to our
Firm included in this registration statement.
/s/ Arthur Andersen LLP
Melville, New York
October 22, 1998
