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As Filed With the Securities and Exchange Commission on August 7, 2000
Registration No. 333-___________
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UNITED STATES 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 of (I.R.S. Employer Identification No.)
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.
Stradling Yocca Carlson & Rauth, a Professional Corporation
660 Newport Center Drive, Suite 1600, Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
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Title of Securities Amount To Be Proposed Maximum Proposed Maximum Amount of
To Be Registered Registered(1) Offering Price Aggregate Offering Registration Fee
Per Share(2) Price
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 3,200,000 shares $12.00 $ 38,400,000 $10,137.60
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(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"). 4,000,000 shares of common stock available for issuance under the
1998 Plan were registered on a Registration Statement on Form S-8 on December
14, 1999 (Registration Statement No. 333-92729).
(2) In accordance with Rule 457(h), the aggregate offering price of 3,200,000
shares of Common Stock registered hereby which would be issued upon exercise of
options granted under the 1998 Plan is based upon 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 August 3, 2000, which was $12.00 per share.
Page 1 of 24
Exhibit Index on Page 7
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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 Annual Report on Form 10-K as filed with the
Securities and Exchange Commission (the "Commission") on March 30,2000;
(b) All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934 since December 31, 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 Securities Exchange Act of 1934 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 Securities Exchange Act of 1934, 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 thereof 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 shall 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, 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.
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ITEM 8. EXHIBITS.
The following exhibits are filed as part of this Registration
Statement:
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NUMBER DESCRIPTION
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4.1 First Amended and Restated 1998 Stock Option Plan
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, independent accountants.
24.1 Power of Attorney (included on signature page to the Registration Statement at page 5).
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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 of 1933;
(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 Securities Exchange
Act of 1934 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 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.
(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 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 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 of 1933 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 of 1933 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 Newport Beach, State of California, on the 7th day
of August 2000.
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.
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ JEFFREY H. MARGOLIS President, Chief Executive Officer and Chairman of August 7, 2000
-------------------------- the Board of Directors (Principal Executive
Jeffrey H. Margolis Officer)
/s/ MICHAEL J. SUNDERLAND
-------------------------- Chief Financial Officer and Secretary (Principal August 7, 2000
Michael J. Sunderland Financial and Accounting Officer)
-------------------------- Director
Donald J. Lothrop
-------------------------- Director
Peter D. Mann
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SIGNATURE TITLE DATE
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<S> <C> <C>
/s/ WILLIAM E. FISHER
-------------------------- Director August 7, 2000
William E. Fisher
/s/ PAUL F. LEFORT
-------------------------- Director August 7, 2000
Paul F. LeFort
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EXHIBIT INDEX
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NUMBER DESCRIPTION
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<S> <C>
4.1 First Amended and Restated 1998 Stock Option Plan
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, independent accountants.
24.1 Power of Attorney (included on signature page to the Registration Statement at page 5).
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