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As filed with the Securities and Exchange Commission on August 8, 2000
Registration Statement No. 333-________
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
Registration Statement
Under The Securities Act of 1933
VANTAGEMED CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 68-0383530
(State of other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3017 KILGORE ROAD, SUITE 195
RANCHO CORDOVA, CALIFORNIA 95670-6149
(Address of Principal Executive Offices)
VANTAGEMED CORPORATION 1998 STOCK OPTION/STOCK ISSUANCE PLAN
OPTIONS ASSUMED UNDER BRAND SOFTWARE INC. STOCK OPTION PLAN
OPTIONS ASSUMED UNDER MARINER SYSTEMS INC. STOCK OPTION PLAN
OPTIONS ASSUMED UNDER HEALTHCARE INFORMATION SYSTEMS PLAN
(Full Title of Plans)
THE CORPORATION TRUST COMPANY
1209 ORANGE AVENUE
WILMINGTON, DELAWARE 19801
(302) 777-0210
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
KEVIN COYLE, ESQ.
GRAY CARY WARE & FREIDENRICH LLP
400 CAPITOL MALL, 24TH FLOOR
SACRAMENTO, CALIFORNIA 95814-4411
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CALCULATION OF REGISTRATION FEE
----------------------------------- --------------------- --------------------- -------------------- -------------------
TITLE OF SECURITIES AMOUNT TO BE PROPOSED PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED MAXIMUM AGGREGATE OFFERING REGISTRATION FEE
OFFERING PRICE PRICE (2)
PER SHARE(2)
----------------------------------- --------------------- --------------------- -------------------- -------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 1,113,831 $ 3.95 $4,385,674.00 $1,158.00
shares (1)
----------------------------------- --------------------- --------------------- -------------------- -------------------
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(1) Represents ( i ) 1,000,000 shares reserved for issuance by Registrant under
the VantageMed Corporation 1998 Stock Option/Stock Issuance Plan; (ii) 23,901
options assumed formerly under the Brand Software Inc. Stock Option Plan; (iii)
72,908 options assumed formerly under the Mariner Systems Inc. Stock Option
Plan, and (iv) 17,022 options assumed formerly under the Healthcare Information
Systems Plan. This Registration Statement shall also cover any additional shares
of Common Stock which become issuable by reason of any stock dividend, stock
split, recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
outstanding shares of Common Stock of VantageMed Corporation.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h)(1) under the Securities Act of
1933, as amended (the "Securities Act"). The offering price per share and the
aggregate offering price are based upon (a) 769,741 shares issuable pursuant to
outstanding options under the 1998 Stock Option/Stock Issuance Plan (the "Plan")
with a weighted average exercise price of $3.95 per share, (b) 23,901 shares
issuable pursuant to the outstanding assumed options under the Brand Software
Inc. Stock Option Plan with a weighted average exercise price of $2.11 per
share, (c) 72,908 shares issuable pursuant to outstanding assumed options under
the Mariner Systems Inc. Stock Option Plan with a weighted average exercise
price of $3.85 per share, (d) 17,022 shares issuable pursuant to outstanding
assumed options under the Healthcare Information Systems Plan with a weighted
average exercise price of $1.89 per share, and (e) 230,259 shares reserved for
future grants under the Plan. For purposes of calculating the registration fee
amount for shares reserved for future grants under the Plan, the average high
and low prices of the Registrant's Common Stock, as reported on the Nasdaq
National Market on August 4, 2000, was $2.02 per share.
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PART I
INFORMATION REQUIRED IN THE PROSPECTUS
ITEM 1. PLAN INFORMATION.
The Registrant will send or give the documents containing the
information specified in this Item 1 to employees, officers, directors, or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Securities and Exchange Commission (the "Commission") and the
instructions to Form S-8, the Registrant is not filing such documents with the
Commission either as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424.
ITEM 2. REGISTRATION INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The Registrant will send or give the documents containing the
information specified in this Item 2 to employees, officers, directors, or
others as specified by Rule 428(b)(1). In accordance with the rules and
regulations of the Commission and the instructions to Form S-8, the Registrant
is not filing such documents with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents and information heretofore filed with the
Commission by the Registrant are incorporated herein by reference in this
Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999 filed pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act");
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000 filed pursuant to the Exchange Act;
(c) The description of the Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A filed pursuant to
Section 12 of the Exchange Act, filed with the Commission on February
7, 2000.
All documents subsequently filed with the Commission 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 hereunder have been sold or which deregisters all securities then
remaining unsold under this Registration Statement, 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. Any statement contained herein or in
a 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 other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such earlier statement. Any statement so
modified or superseded
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shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Delaware General Corporation Law, the
Registrant's Restated Certificate of Incorporation contains provisions
eliminating or limiting director liability to the Registrant and its
stockholders for monetary damages arising from acts or omissions in the
director's capacity as a director. The provisions do not, however, eliminate the
personal liability of a director (i) for any breach of such director's duty of
loyalty to the Registrant or its stockholders, (ii) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (iii) under the Delaware statutory provision making directors personally
liable, under a negligence standard, for unlawful dividends or stock repurchases
or redemptions, or (iv) for any transaction from which the director derived an
improper personal benefit. This provision offers persons who serve on the Board
of Directors protection against awards of monetary damages resulting from
breaches of their duty of care, except as indicated above. As a result of this
provision, the ability of the Registrant or a stockholder to successfully
prosecute an action against a director for breach of his or her duty of care is
limited. However, the provision does not affect the availability of equitable
remedies such as an injunction or rescission based upon a director's breach of
his or her duty of care.
The Registrant's Restated Certificate of Incorporation and Amended And
Restated Bylaws also provide that the Registrant shall indemnify its directors
and officers to the fullest extent permitted by applicable law, subject to
limited exceptions against liabilities arising by reason of their status or
services as an officer or director.
The Registrant has also entered into separate indemnification
agreements with its directors and certain of its officers that require the
Registrant, among other things, to advance their expenses as a result of any
proceeding against them as to which they could be indemnified. The Registrant
believes that the limitation of liability provision in its Restated Certificate
of Incorporation and the indemnification agreements will facilitate the
Registrant's ability to continue to attract and retain qualified individuals to
serve as directors and officers of the Registrant. The Registrant may, from time
to time, agree to provide similar indemnification to certain employees and
agents of the Registrant.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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ITEM 8. INDEX TO EXHIBITS.
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Exhibit Description of Document
Number
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4.1 Restated Certificate of Incorporation of Registrant (WHICH
IS INCORPORATED BY REFERENCE TO EXHIBIT 3.1 TO THE
REGISTRANT'S REGISTRATION STATEMENT NO. 333-91657 FILED
WITH THE COMMISSION ON JANUARY 13, 2000).
4.2 Amended And Restated Bylaws of Registrant (WHICH IS
INCORPORATED BY REFERENCE TO EXHIBIT 3.2 TO THE
REGISTRANT'S REGISTRATION STATEMENT NO. 333-91657 FILED
WITH THE COMMISSION ON JANUARY 13, 2000).
4.3 VantageMed Corporation 1998 Stock Option/Stock Issuance
Plan, as amended (WHICH IS INCORPORATED BY REFERENCE TO
EXHIBIT 10.13 TO THE REGISTRANT'S REGISTRATION STATEMENT
NO. 333-91657 FILED WITH THE COMMISSION ON JANUARY
13, 2000).
5.1 Opinion of Counsel as to legality of securities being registered.
23.1 Consent of Arthur Andersen LLP, Independent Auditors.
23.2 Consent of Counsel (WHICH IS CONTAINED IN EXHIBIT 5.1).
24.1 Powers of Attorney (WHICH ARE INCLUDED AS PART OF THE
SIGNATURE PAGE OF THIS REGISTRATION STATEMENT).
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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;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of securities offered would not
exceed that which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement.
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(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
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Commission by the Registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in this 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 herein, 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 (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to 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 herein, 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, 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 Sacramento, State of California, on this 7th day of
August, 2000.
VANTAGEMED CORPORATION
BY: /s/ JAMES L. SEILER
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James L. Seiler,
CHIEF EXECUTIVE OFFICER
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of VantageMed Corporation,
a Delaware corporation, do hereby constitute and appoint James L. Seiler and
Joel Harris, and either of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and either one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the Securities Act of 1933, as amended, and any rules or
regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys or agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on the
7th day of August, 2000, in the capacities indicated.
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SIGNATURES TITLE
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/s/ JAMES L. SEILER Chief Executive Officer and Chairman of the Board
--------------------------------------------------- (Principal Executive Officer)
James L. Seiler
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/s/ RICHARD PENDLETON Senior Vice President and Director
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Richard Pendleton
/s/ JOEL HARRIS President and Director
---------------------------------------------------
Joel Harris
/s/ PETER FRIEDLI Director
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Peter Friedli
/s/ JOHN STEVENS Director
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John Stevens
/s/ PAUL W. SOUZA Chief Financial Officer (Principal Financial and
--------------------------------------------------- Accounting Officer)
Paul W. Souza
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