<PAGE>
As filed with the Securities and Exchange Commission on November 1, 2000
Registration No. 333-31524
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
HEALTHGATE DATA CORP.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 04-3220927
(State or Other Jurisdiction (I.R.S. Employer Identification No.)
of Incorporation or Organization)
25 CORPORATE DRIVE, SUITE 310
BURLINGTON, MASSACHUSETTS 01803
(781) 685-4000
(Address of Principal Executive Offices, Including Zip Code)
HEALTHGATE DATA CORP. 1994 STOCK OPTION PLAN, AS AMENDED
(Full Title of the Plan)
WILLIAM S. REECE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
HEALTHGATE DATA CORP.
25 CORPORATE DRIVE, SUITE 310
BURLINGTON, MASSACHUSETTS 01803
(781) 685-4000
(Name and Address and Telephone Number, Including Area Code, of
Agent for Service.)
Copy to:
STEPHEN M. KANE, ESQ.
RICH, MAY, BILODEAU & FLAHERTY, P.C.
176 FEDERAL STREET
BOSTON, MASSACHUSETTS 02110
(617) 482-1360
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO PROPOSED PROPOSED AMOUNT OF
SECURITIES BE REGISTERED MAXIMUM MAXIMUM REGISTRATION
TO BE OFFERING AGGREGATE FEE
REGISTERED PRICE PER OFFERING
SHARE PRICE
<S> <C> <C> <C> <C>
Common Stock, 4,480,000 shares (1) $0.98435 (2) $866,230.95 $228.69(3)
$.01 par value
per share
</TABLE>
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(1) Includes 3,599,997 shares which were covered under the Registration
Statement originally filed on March 2, 2000. Pursuant to Rule 416
promulgated under the Securities Act an additional 880,003 shares of
Common Stock is being registered to cover an increase in the number of
shares of Common Stock issuable under the HealthGate Data Corp. 1994
Stock Option Plan, as Amended.
(2) Estimated, pursuant to Rule 457 parts (c) and (h), solely for purposes
of calculating the registration fee, on the basis of the average of the
high and low sales prices of the Registrant's Common Stock on October
25, 2000.
(3) The Registrant previously paid a filing fee of $8,106.12 with respect
to the 3,599,997 shares previously registered. For purposes of
calculating the registration fee, the maximum offering price per share
has been estimated at $866,230.95 with respect to 880,003 shares of
common stock to be registered at prices computed on the basis of
fluctuating market prices pursuant to Rule 457(c) under the Securities
Act.
<PAGE>
PART I
Explanatory Note
A total of 3,599,997 shares of the Common Stock, $.01 par value per share, of
HealthGate Data Corp (sometimes referred to herein as the "Registrant") were
registered by a Registration Statement on Form S-8, Registration No. 333-31524,
on March 2, 2000 covering the shares offered, sold and to be sold and resold to
and by participants in the Registrant's 1994 Stock Option Plan, as amended (the
"Option Plan"), pursuant to options granted or to be granted under the Option
Plan. On May 15, 2000, the Board of Directors of the Registrant authorized,
subject to stockholder approval, the amendment of the Option Plan for the sole
purpose of increasing the number of shares reserved for issuance thereunder from
3,599,997 shares to 4,480,000 shares. The stockholders of the Registrant
approved this amendment on October 5, 2000. The purpose of this Post-Effective
Amendment No. 1 to the Registration Statement is to increase the number of
shares subject to the Option Plan from 3,599,997 shares to 4,480,000 shares.
Pursuant to Instruction E to Form S-8 regarding the registration of additional
securities of the same class under an employee benefit plan for which a
registration filed on Form S-8 is effective, all items have been omitted
herefrom other than the facing page; statements that the contents of the earlier
registration statement pertaining to the Option Plan are incorporated by
reference; required opinions and consents; the signature page; and information
required in this Registration Statement that was not in the earlier registration
statement.
PART II
Information Required in Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed by the Registrant with the Commission (File No.
000-28701) pursuant to the Exchange Act are incorporated herein by reference:
(a) the Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 that contains audited financial statements for the
latest fiscal year for which such statements have been filed;
(b) the Registrant's definitive proxy statement dated August 29, 2000,
except the Compensation Committee Report on executive compensation
included in the proxy statement, filed pursuant to Section 14 of the
Exchange Act;
(c) the Registrant's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2000 and June 30, 2000;
(d) the description of the Registrant's Common Stock, $.01 par value per
share, that is contained in its Registration Statement on Form 8-A
filed with the Commission on December 29, 1999 (which was incorporated
by reference from the Registrant's Registration Statement on Form S-1
that was filed with the Commission on April 23, 1999 (Registration No.
333-76899) and subsequently amended); and
(e) the Registrant's Registration Statement on Form S-8 dated March 2, 2000
(Registration No. 333-31524) and all consents and opinions with respect
thereto.
In addition, any and all documents filed by the Registrant pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
(the "Exchange Act") subsequent to the date of this Registration Statement and
prior to the termination of the offering of the shares of Common Stock offered
hereby shall, to the extent required by law, be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof.
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Any statement contained in any document incorporated or deemed to be
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 herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as modified or superseded, to constitute a part of this Registration
Statement.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the undersigned 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 Town of Burlington, Commonwealth of Massachusetts, on this
the 31st day of October, 2000.
THE REGISTRANT:
HEALTHGATE DATA CORP.
By: /s/ William S. Reece
-------------------------------
William S. Reece,
Chairman of the Board and
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
dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ William S. Reece Chairman of the Board of October 31, 2000
--------------------------------- Directors, Chief Executive
William S. Reece Officer and President
(Principal executive officer)
/s/ Veronica Zsolcsak Chief Financial Officer and October 31, 2000
--------------------------------- Treasurer (Principal financial
Veronica Zsolcsak and accounting officer)
/s/ Edson D. de Castro Director October 31, 2000
---------------------------------
Edson D. de Castro
/s/ Gerald E. Bisbee, Jr. Director October 31, 2000
---------------------------------
Gerald E. Bisbee, Jr.
/s/ Jonathan J. G. Conibear Director October 31, 2000
---------------------------------
Jonathan J. G. Conibear
/s/ Chris H. Horgen Director October 31, 2000
---------------------------------
Chris H. Horgen
/s/ David Friend Director October 31, 2000
---------------------------------
David Friend
/s/ William G. Nelson Director October 31, 2000
---------------------------------
William G. Nelson
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NO. DESCRIPTION
--- -----------
<S> <C>
4.1 The Registrant's 1994 Stock Option Plan, as amended up to November 1999
(incorporated by reference to Exhibit 10.9 of the Registrant's
Registration Statement on Form S-1 (No. 333-76899), filed on April
23,1999).
4.2 Amendment to Registrant's 1994 Stock Option Plan dated March 2, 2000
(incorporated by reference to Exhibit 4.2 of the Registrant's
Registration Statement on Form S-8 (No. 333-31524), filed on April
23,1999).
4.3* Amendment to Registrant's 1994 Stock Option Plan dated October 5, 2000
4.4 Form of Incentive Stock Option Agreement granted under 1994 Stock
Option Plan of the Registrant (incorporated by reference to Exhibit
10.10 of the Registrant's Registration Statement on Form S-1 (No.
333-76899), filed on April 23,1999).
4.5 Form of Non-Employee Director Option Agreement granted under 1994 Stock
Option Plan of the Registrant (incorporated by reference to Exhibit
10.11 of the Registrant's Registration Statement on Form S-1 (No.
333-76899), filed on April 23,1999).
5.1* Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality
of the securities being registered.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in
Exhibit 5.1).
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* filed herewith
