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As filed with the Securities and Exchange Commission on April 21, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
LANDACORP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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CALIFORNIA 7379 94-3346710
(PRIOR TO REINCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
DELAWARE CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
(AFTER REINCORPORATION)
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
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4151 ASHFORD DUNWOODY RD.
SUITE 505
ATLANTA, GA 30319
(404) 531-9956
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
1984 EMPLOYEE STOCK OPTION PLAN
1995 INCENTIVE STOCK OPTION PLAN
1998 EQUITY INCENTIVE PLAN
1999 EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLE OF THE PLANS)
EUGENE SANTA CATTARINA
PRESIDENT AND CHIEF EXECUTIVE OFFICER
LANDACORP, INC.
4151 ASHFORD DUNWOODY RD.
SUITE 505
ATLANTA, GA 30319
(404) 531-9956
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copies to:
MICHAEL J. DANAHER, ESQ.
MARTIN J. WATERS, ESQ.
WILSON SONSINI GOODRICH & ROSATI
PROFESSIONAL CORPORATION
650 PAGE MILL ROAD
PALO ALTO, CA 94304-1050
(650) 493-9300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
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CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE
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1984 Stock Option Plan
Common Stock, $0.001 par value
(currently outstanding options)(1) 103,750 shares $1.90 $ 197,125.00 $ 52.04
- -------------------------------------------------------------------------------------------------------------
TOTAL 1984 STOCK OPTION PLAN SHARES
REGISTERED 103,750 shares $1.90 $ 197,125.00 $ 52.04
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1995 Incentive Stock Option Plan
Common Stock, $0.001 par value
(currently outstanding options)(2) 249,500 shares $1.90 $ 474,050.00 $125.15
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TOTAL 1995 INCENTIVE STOCK OPTION
PLAN SHARES REGISTERED 249,500 shares $1.90 $ 474,050.00 $125.15
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1998 Equity Incentive Plan
Common Stock, $0.001 par value
(currently outstanding options)(3) 684,728 shares $2.64 $1,807,681.92 $477.23
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1998 Equity Incentive Plan Common
Stock, $0.001 par value (options
available for future grant) (4) 145,488 shares $4.31 $ 627,053.28 $165.54
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TOTAL 1998 EQUITY INCENTIVE PLAN
SHARES REGISTERED 830,216 shares $2,434,735.20 $ 642.77
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1999 Employee Stock Purchase Plan
Common Stock, $0.001 par value (5) 560,000 shares $3.66 $2,049,600.00 $ 541.09
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TOTAL REGISTRATION FEES $1,361.05
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(1) The computation is based upon the weighted average exercise price per share
of $1.90 as to 103,750 outstanding but unexercised options to purchase Common
Stock under the 1984 Stock Option Plan.
(2) The computation is based upon the weighted average exercise price per share
of $1.90 as to 249,500 outstanding but unexercised options to purchase Common
Stock under the 1995 Incentive Stock Option Plan.
(3) The computation is based upon the weighted average exercise price per share
of $2.64 as to 684,728 outstanding but unexercised options to purchase Common
Stock under the 1998 Incentive Stock Option Plan.
(4) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 as to the remaining
145,488 shares of Common Stock authorized for issuance pursuant to the 1998
Incentive Stock Option Plan, solely for the purpose of calculating the
registration fee. No options have been granted with respect to such shares. The
computation is based upon the average of the high and low price of the Common
Stock as reported on the Nasdaq National Market on April 17, 2000 because the
price at which the options to be granted in the future may be exercised is not
currently determinable.
(5) The Proposed Maximum Offering Price Per Share has been estimated in
accordance with Rule 457(h) under the Securities Act of 1933 solely for the
purpose of calculating the registration fee. The computation is based upon 85%
(see explanation in following sentence) of the average of the high and low price
of the Common Stock as reported on the Nasdaq National Market on April 17, 2000
because the price at which the options to be granted in the future may be
exercised is not currently determinable. Pursuant to the 1999 Employee Stock
Purchase Plan, which plan is incorporated by reference herein, the Purchase
Price of a share of Common Stock shall mean an amount equal to 85% of the Fair
Market Value of the Common Stock on the Enrollment Date or the Exercise Date,
whichever is lower.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INFORMATION INCORPORATED BY REFERENCE.
The following documents and information previously filed with the
Securities and Exchange Commission are hereby incorporated by reference:
(a) The Registrant's Prospectus dated February 8, 2000, filed pursuant
to Rule 424(b)(4) under the Securities Act of 1933 on February 9,
2000.
(b) The description of the Common Stock of the Registrant that is
contained in the Registration Statement on Form 8-A filed pursuant
to Section 12 of the Exchange Act on February 8, 2000.
(c) All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the filing of
this Registration Statement and prior to the filing of a
post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference in the
Registration Statement and to be part hereof from the date of filing
of such documents.
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 Registrant's Certificate of Incorporation limits the liability of
directors to the maximum extent permitted by Delaware law and indemnifies
directors and officers for all actions or proceedings arising out of his or her
actions arising in such capacity. Delaware law provides that directors of a
corporation shall not be personally liable for monetary damages for breach of
their fiduciary duties as directors, except liability (i) for any breach of
their duty of loyalty to the corporation or its stockholders, (ii) for acts or
omissions not in good faith or that involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends or unlawful stock
repurchases or redemptions, or (iv) for any transactions from which the director
derived an improper personal benefit.
The Registrant's Bylaws provide that the Registrant indemnify its
directors and officers, and any person acting as director or officer of any
corporation, partnership, joint venture trust or other enterprise at the request
of the corporation against any expenses, judgements, fines, and amounts paid in
settlement from such action incurred related to his or her status or service as
an agent of the corporation if he acted in good faith and in a manner reasonably
believed not to be opposed to the best interests of the corporation. The
Registrant's Bylaws also permit the Registrant to secure insurance on behalf of
any person who is or was an Agent of the corporation for actions arising as a
result of his or her status as such, whether or not the corporation would have
the power to indemnify the Agent against such liability under the Bylaws. The
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corporation indemnifies against expenses actually and reasonably incurred in
connection with the defense or settlement of action or suit if he or she acted
in good faith.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The Exhibits listed on the accompanying Index to Exhibits are filed as
part hereof, or incorporated by reference into, this Registration Statement.
(See Exhibit Index below).
ITEM 9. UNDERTAKINGS.
(a) 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 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, 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.
(b) 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 an initial bona fide offering thereof.
(c) 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 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 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
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 Atlanta, State of Georgia on April 21, 2000.
LANDACORP, INC.
By: /s/ EUGENE SANTA CATTARINA
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Eugene Santa Cattarina
President, Chief Executive Officer and Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Eugene Santa Cattarina, Stephen Kay, and
Bryan Lang, jointly and severally, his attorneys-in-fact, each with the power of
substitution, for him in any and all capacities, to sign any amendments to this
Registration Statement on Form S-8, and to file the same, with exhibits thereto
and other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that each of said
attorneys-in-fact, or his substitute or substitutes, may 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 by the following persons in the
capacities and on the date indicated.
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SIGNATURE TITLE DATE
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/s/ EUGENE SANTA CATTARINA President, Chief Executive Officer April 21, 2000
- -------------------------------- and Director
Eugene Santa Cattarina
/s/ STEPHEN KAY Chief Operating Officer and Chief April 21, 2000
- -------------------------------- Financial Officer
Stephen Kay
/s/ BRYAN LANG Chief Technology Officer, Chief April 21, 2000
- -------------------------------- Marketing Officer and Director
Bryan Lang
/s/ DAVID BROWN Senior Vice President, Sales April 21, 2000
- --------------------------------
David Brown
/s/ MARLENE MCCURDY Senior Vice President, Client April 21, 2000
- -------------------------------- Services
Marlene McCurdy
/s/ THOMAS STEPHENSON Chairman of the Board of Directors April 21, 2000
- --------------------------------
Thomas Stephenson
/s/ HOWARD COX Director April 21, 2000
- --------------------------------
Howard Cox
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/s/ JASON ROSENBLUTH, MD Director April 21, 2000
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Jason Rosenbluth, MD
/s/ JEROME GROSSMAN, MD Director April 21, 2000
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Jerome Grossman, MD
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INDEX TO EXHIBITS
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SEQUENTIALLY
NUMBERED
EXHIBIT NUMBER EXHIBIT DOCUMENT PAGE
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4.1* Second Amended and Restated Certificate of Incorporation of
Landacorp, Inc.
4.2* Bylaws of Registrant
4.3* 1995 Incentive Stock Option Plan
4.4* 1998 Equity Incentive
Plan
4.5* 1999 Employee Stock Purchase Plan
5.1 Opinion of Wilson Sonsini Goodrich & Rosati, Professional
Corporation, as to the legality of securities being
registered (Counsel to the Registrant)
23.1 Consent of PricewaterhouseCoopers LLP (Independent
Accountants)
23.2 Consent of Wilson Sonsini Goodrich & Rosati, Professional
Corporation (contained in Exhibit 5.1 hereto)
24.1 Power of Attorney (see page II-3)
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* Incorporated by reference to the Company's Registration Statement on
Form S-1 (File No. 333-87435), effective February 8, 2000.
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EXHIBIT 5.1
[LETTERHEAD OF WILSON SONSINI GOODRICH & ROSATI]
April 21, 2000
Landacorp, Inc.
4151 Ashford Dunwoody Rd.
Suite 505
Atlanta, GA 30319
RE: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 21, 2000 (the
"Registration Statement") in connection with the registration under the
Securities Act of 1933, as amended, of the 1984 Stock Option Plan (as to 103,750
shares), the 1995 Incentive Stock Option Plan (as to 249,500 shares), the 1998
Equity Incentive Plan (as to 830,216 shares), and the 1999 Employee Stock
Purchase Plan (as to 560,000 shares) (collectively, the "Plans" and the "Shares"
as appropriate). As legal counsel for Landacorp, Inc., we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the issuance and sale of the Shares pursuant to the
Plans.
It is our opinion that the Shares, when issued and sold in the manner
described in the Plans and pursuant to the agreement that accompanies each grant
under the Plans, will be legally and validly issued, fully-paid and
non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement, and further consent to the use of our name wherever appearing in the
Registration Statement and any amendments thereto.
Very truly yours,
WILSON SONSINI GOODRICH & ROSATI
Professional Corporation
/s/ WILSON SONSINI GOODRICH & ROSATI
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EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated October 22, 1999, except for Notes 6
and 10 which are as of January 31, 2000, relating to the financial statements,
which appear of Landacorp Inc.'s Registration Statement on Form S-1 dated
February 8, 2000.
/s/ PricewaterhouseCoopers LLP
Sacramento, CA
April 20, 2000
