<PAGE> 1
As Filed With the Securities and Exchange Commission on December 14, 1999
Registration No. 333-___________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON. D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE TRIZETTO GROUP, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 33-0761159
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)
567 SAN NICHOLAS DRIVE, SUITE 360, NEWPORT BEACH, CALIFORNIA 92660
(Address of Principal Executive Offices) (Zip Code)
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1998 STOCK OPTION PLAN
(Full titles of the plans)
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Jeffrey H. Margolis, President and Chief Executive Officer
The TriZetto Group, Inc.
567 San Nicolas Drive, Suite 360
Newport Beach, California 92660
(Name and address of agent for service)
(949) 719-2200
(Telephone number, including area code, of agent for service)
Copy to:
K.C. Schaaf, Esq.
Christine A. Miller, Esq.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
PAGE 1 OF 9 PAGES
EXHIBIT INDEX ON PAGE 8
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Offering Amount of
To Be Registered Registered(1) Per Share Price Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 4,000,000 shares (2) $26,706,755(2) $7,051
====================================================================================================================
</TABLE>
(1) Includes additional shares of Common Stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the 1998 Stock
Option Plan (the "1998 Plan").
(2) In accordance with Rule 457(h), the aggregate offering price of
3,424,918 shares of Common Stock registered hereby which would be issued
upon exercise of options granted under the 1998 Plan is based upon the per
share exercise price of such options, the weighted average of which is
approximately $3.60 per share. With respect to the remaining 575,082 shares
of Common Stock registered hereby which would be issued upon exercise of
the remaining options and rights to purchase which Registrant is authorized
to issue under its 1998 Plan, the aggregate offering price is estimated
solely for purposes of calculating the registration fee, in accordance with
Rule 457(h) on the basis of the price of securities of the same class, as
determined in accordance with Rule 457(c), using the average of the high
and low price reported by the Nasdaq National Market for the Common Stock
on December 7, 1999, which was $25.00 per share.
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents are incorporated herein by reference:
(a) The Registrant's Registration Statement on Form S-1 (Registration
No. 333-84533) as filed with the Securities and Exchange Commission (the
"Commission") on August 5, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q as filed with the
Commission on November 19, 1999; and
(c) The description of the Registrant's Common Stock that is contained
in the Registrant's Registration Statement on Form 8-A filed under Section 12 of
the Exchange Act as filed with the Commission on October 1, 1999, including any
amendment or report filed for the purpose of updating that description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all of such securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future annual
or quarterly report to stockholders or document that is not deemed filed under
such provisions. For the purposes of this registration statement, any statement
in a document incorporated by reference shall be deemed to be modified or
superseded to the extent that a statement contained in this registration
statement modifies or supersedes a statement in such document. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 6. Indemnification of Directors and Officers.
The Company's Bylaws provide that the Company will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by the General Corporation Law of the State of Delaware
(the "DGCL"). The Company believes that indemnification under its Bylaws covers
at least negligence and gross negligence by indemnified parties, and permits the
Company to advance litigation expenses in the case of stockholder derivative
actions or other actions, against an undertaking by the indemnified party to
repay such advances if it is ultimately determined that the indemnified party is
not entitled to indemnification. The Company maintains liability insurance for
its officers and directors.
In addition, the Company's Certificate of Incorporation provides that,
pursuant to the DGCL, its directors shall not be liable for monetary damages for
breach of the directors' fiduciary duty to the Company and its stockholders.
This provision in the Certificate of Incorporation does not eliminate the
directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other forms of non-monetary relief will remain available
under the DGCL. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to the Company for acts
or omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under the DGCL. The provision also does not affect
a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
The Company has entered into separate indemnification agreements with
its directors and officers. These agreements require the Company, among other
things, to indemnify them against liabilities that may arise by reason of their
status or service as directors or officers (other than liabilities arising from
actions not taken in good faith or in a manner the indemnitee believed to be
opposed to the best interests of the Company), and to advance their expenses
incurred as a result of any proceeding against them as to which they could be
indemnified. Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "1933 Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the 1933 Act and
is therefore unenforceable.
<PAGE> 4
Item 8. Exhibits.
The following exhibits are filed as part of this Registration
Statement:
<TABLE>
<CAPTION>
Number Description
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<S> <C>
4.1 1998 Stock Option Plan (the "1998 Plan") (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1, Registration No. 333-84533).
4.2 Form of 1998 Incentive Stock Option Agreement
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1,
Registration No. 333-84533).
4.3 Form of 1998 Non-Qualified Stock Option Agreement
(incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1,
Registration No. 333-84533).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion filed
as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, accountants.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
</TABLE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this 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; and
(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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed by the
registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement.
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(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act 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.
(c) 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 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 Securities
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, as amended,
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 Newport Beach, State of California, on December
10, 1999.
THE TRIZETTO GROUP, INC.
By: /s/ JEFFREY H. MARGOLIS
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Jeffrey H. Margolis
President, Chief Executive Officer,
and Chairman of the Board
POWER OF ATTORNEY
We, the undersigned directors and officers of The TriZetto Group, Inc.,
do hereby constitute and appoint Jeffrey H. Margolis and Michael J. Sunderland,
or either of them, our true and lawful attorneys and agents, to sign for us or
any of us in our names and in the capacities indicated below, any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto and other documents required in
connection therewith, and to do any and all acts and things in our names and in
the capacities indicated below, which said attorneys and agents, or either of
them, may deem necessary or advisable to enable said corporation to comply with
the Securities Act of 1933, as amended, and any rules, regulations, and
requirements of the Securities and Exchange Commission, in connection with this
Registration Statement; and we do hereby ratify and confirm all that the said
attorneys and agents, or either of them, shall 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ JEFFREY H. MARGOLIS
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JEFFREY H. MARGOLIS President, Chief Executive Officer and December 10, 1999
Chairman of the Board of Directors
(Principal Executive Officer)
/s/ MICHAEL J. SUNDERLAND
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MICHAEL J. SUNDERLAND Senior Vice President of Finance December 10, 1999
Chief Financial Officer and Secretary
(Principal Financial and Accounting Officer)
/s/ DONALD J. LOTHROP
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DONALD J. LOTHROP Director December 10, 1999
/s/ PETER D. MANN
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PETER D. MANN Director December 10, 1999
</TABLE>
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ WILLIAM E. FISHER
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WILLIAM E. FISHER Director December 10, 1999
/s/ PAUL F. LEFORT
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PAUL F. LEFORT Director December 10, 1999
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequential
Number Description Page Number
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<S> <C> <C>
4.1 1998 Stock Option Plan (the "1998 Plan") (incorporated by
reference to Exhibit 10.1 to the Company's Registration
Statement on Form S-1, Registration No. 333-84533).
4.2 Form of 1998 Incentive Stock Option Agreement
(incorporated by reference to Exhibit 10.2 to the
Company's Registration Statement on Form S-1,
Registration No. 333-84533).
4.3 Form of 1998 Non-Qualified Stock Option Agreement
(incorporated by reference to Exhibit 10.3 to the
Company's Registration Statement on Form S-1,
Registration No. 333-84533).
5.1 Opinion of Stradling Yocca Carlson & Rauth, a
Professional Corporation, Counsel to the Registrant.
23.1 Consent of Stradling Yocca Carlson & Rauth, a
Professional Corporation (included in the Opinion filed
as Exhibit 5.1).
23.2 Consent of PricewaterhouseCoopers LLP, accountants.
24.1 Power of Attorney (included on signature page to the
Registration Statement at page S-1).
</TABLE>
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[STRADLING YOCCA CARLSON & RAUTH LETTERHEAD]
December 13, 1999
U.S. Stock Transfer Corporation
1745 Gardena Avenue
Glendale, California 91204-2991
RE: Registration Statement on Form S-8 (1998 Stock Option Plan)
Ladies and Gentlemen:
At your request, we have examined the form of Registration Statement on
Form S-8 (the "Registration Statement") being filed by TriZetto Group, Inc., a
Delaware corporation (the "Company"), with the Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of an aggregate of 4,000,000 shares of the Company's common stock,
$.001 par value ("Common Stock"), issuable under the Company's 1998 Stock Option
Plan (the "1998 Plan").
We have examined the proceedings heretofore taken and are familiar with
the additional proceedings proposed to be taken by the Company in connection
with the authorization, issuance and sale of the securities referred to above.
Based on the foregoing, it is our opinion that the 4,000,000 shares of
Common Stock, when issued under the 1998 Plan and against full payment therefor
in accordance with the respective terms and conditions of the 1998 Plan, will be
legally and validly issued, fully paid and nonassessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
STRADLING YOCCA CARLSON & RAUTH
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EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated September 7, 1999 relating to the
financial statements, which appears in the Registration Statement on Form S-1
of The TriZetto Group, Inc., for the period from May 27, 1997 (date of
inception) to December 31, 1997, for the year ended December 31, 1998 and for
the six months ended June 30, 1999. We also consent to the incorporation by
reference of our report dated September 7, 1999 relating to the financial
statement schedule, which appears in such Registration Statement on Form S-1.
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
San Jose, California
December 14, 1999
