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As Filed With the Securities and Exchange Commission on December 21, 2000
Registration No. 333-________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
THE TRIZETTO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0761159
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
567 San Nicolas Drive, Suite 360,
Newport Beach, California 92660
Address of principal executive offices) (Zip Code)
RIMS Stock Option Plan
(Full title of the plan)
Jeffrey H. Margolis, Chief Executive Officer and President
The TriZetto Group, Inc.
567 San Nicolas Drive, Suite 360
Newport Beach, CA 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
660 Newport Center Drive, Suite 1600
Newport Beach, California 92660
(949) 725-4000
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount To Be Offering Price Aggregate Amount of
To Be Registered Registered (1) Per Unit (2) Offering Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$0.001 par value 300,105 shares $6.83 $2,049,717.15 $541.13
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</TABLE>
(1) Includes additional shares of common stock that may become issuable
pursuant to the anti-dilution adjustment provisions of the RIMS Stock Option
Plan.
(2) In accordance with Rule 457(h), the aggregate offering price of 300,105
shares of common stock registered hereby which will be issued upon exercise
of options granted under the RIMS Plan is based upon the per share exercise
price of such options, the weighted average of which is approximately $6.83
per share.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
We incorporate by reference the documents listed below:
1. Our Annual Report on Form 10-K as filed with the SEC on March
30, 2000;
2. All our other reports filed pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 since December 31, 1999;
3. The description of our common stock that is contained in our
registration statement on Form 8-A filed under Section 12 of the
Securities Exchange Act of 1934 as filed with the SEC on October
1, 1999, including any amendment or report filed for the purpose
of updating such description.
All documents subsequently filed by TriZetto 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 this registration statement and to be
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.
Our Bylaws provide that we shall indemnify our directors and officers
and may indemnify our employees and other agents to the fullest extent permitted
by the General Corporation Law of the State of Delaware (the "DGCL"). We believe
that indemnification under our Bylaws covers at least negligence and gross
negligence by indemnified parties, and permits us 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. We
maintain liability insurance for our officers and directors.
In addition, our Certificate of Incorporation provides that, pursuant to
the DGCL, our directors shall not be liable for monetary damages for breach of
the directors' fiduciary duty to us and our 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 us 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.
We have entered into separate indemnification agreements with our
directors and officers. These agreements require us, 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
our best interests), 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 us
pursuant to the foregoing provisions, we have been informed that in the opinion
of the SEC, 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:
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
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<S> <C>
4.1 RIMS Stock Option Plan
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional Corporation,
legal counsel to TriZetto.
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).
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ITEM 9. UNDERTAKINGS.
(a) TriZetto 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 TriZetto
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(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) TriZetto hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of TriZetto'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 the initial bona
fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of TriZetto pursuant to the foregoing provisions, or otherwise, TriZetto
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 TriZetto of
expenses incurred or paid by a director, officer or controlling person of
TriZetto 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, TriZetto 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 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 21st day of December 2000.
THE TRIZETTO GROUP, INC.
By: /s/ JEFFREY H. MARGOLIS
-----------------------------------------
Jeffrey H. Margolis
Chairman of the Board, President and
Chief Executive Officer
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 President, Chief Executive Officer and December 21, 2000
------------------------------- Chairman of the Board of Directors
Jeffrey H. Margolis (Principal Executive Officer)
/s/ MICHAEL J. SUNDERLAND Chief Financial Officer and Secretary December 21, 2000
------------------------------- (Principal Financial and Accounting
Michael J. Sunderland Officer)
/s/ DONALD J. LOTHROP Director December 6, 2000
-------------------------------
Donald J. Lothrop
/s/ WILLIAM E. FISHER Director December 21, 2000
-------------------------------
William E. Fisher
/s/ PAUL F. LEFORT Director December 7, 2000
-------------------------------
Paul F. LeFort
Director December __, 2000
-------------------------------
Willard A. Johnson, Jr.
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<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ ERIC D. SIPF Director December 11, 2000
-------------------------------
Eric D. Sipf
Director December __, 2000
-------------------------------
Victoria R. Fash
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER DESCRIPTION
------ -----------
<S> <C>
4.1 RIMS Stock Option Plan
5.1 Opinion of Stradling Yocca Carlson & Rauth, a Professional
Corporation, legal counsel to TriZetto.
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).
</TABLE>
