<PAGE> 1
As Filed with the Securities and Exchange Commission on August 21, 1995.
Registration No. 33-60025
==============================================================================
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
SYSTEMED INC.
(Exact Name of Registrant as Specified in Charter)
<TABLE>
<S> <C>
Delaware 95-2544661
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
</TABLE>
____________________________
970 West 190th Street, Suite 400
Torrance, CA 90502
(Address of Principal Executive Offices)
____________________________
Nonqualified Stock Option Plan-1986
(Full Title of the Plan)
____________________________
Kenneth J. Kay
Senior Vice President, Finance
and Administration
Systemed Inc.
970 West 190th Street, Suite 400
Torrance, CA 90502
(310) 538-5300
(Name, Address and Telephone Number,
Including Area Code, of Agent for Service)
==============================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 8. EXHIBITS.
------------------
5.1 Opinion of Hewitt & McGuire
2
<PAGE> 3
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 Post
Effective Amendment No. 1 to Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Torrance, State
of California, on this 17th day of August, 1995.
SYSTEMED INC.
By: /s/ Sam Westover
---------------------------------
Sam Westover
President and Chief Executive
Officer
3
<PAGE> 4
Pursuant to the requirements of the Securities Act of 1933,
this Post Effective Amendment No. 1 to Registration Statement has been signed
by the following persons in the capacities indicated as of August 17, 1995.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
Sam Westover* President, Chief Executive August 17, 1995
------------------------------------- Officer and Director
Sam Westover (principal executive officer)
J. Roberts Fosberg* Chairman of the Board August 17, 1995
------------------------------------- and Director
J. Roberts Fosberg
Kenneth J. Kay Senior Vice President, Finance August 17, 1995
------------------------------------- and Administration
Kenneth J. Kay (principal financial and
principal accounting officer)
John E. Flood, Jr.* Vice Chairman of the Board August 17, 1995
-------------------------------------
John E. Flood, Jr.
Ronald P. Arrington* Director August 17, 1995
-------------------------------------
Ronald P. Arrington
James F. Doherty* Director August 17, 1995
-------------------------------------
James F. Doherty
Director August __, 1995
-------------------------------------
Frederick M. Myers
Jon C. Thorson, M.D.* Director August 17, 1995
-------------------------------------
Jon C. Thorson, M.D.
</TABLE>
*By: Kenneth J. Kay
-------------------------------------
Kenneth J. Kay
Attorney-in-Fact
4
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EXHIBIT INDEX
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<CAPTION>
Sequentially
Exhibit Number Exhibit Numbered Page
-------------- ------- -------------
<S> <C> <C>
5.1 Opinion of Hewitt & McGuire
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5
<PAGE> 1
HEWITT & MCGUIRE
ATTORNEYS AT LAW
<TABLE>
<S> <C> <C>
DEAN DUNN-RANKIN 19900 MACARTHUR BOULEVARD, SUITE 1050 JAY F. PALCHIKOFF
CHARLES S. EXON IRVINE, CALIFORNIA 92715 PAUL A. ROWE
ANDREW K. HARTZELL (714) 798-0500 (714) 798-0511 (FAX) WILLIAM L. TWOMEY
HUGH HEWITT JOHN P. YEAGER
MARK R. MCGUIRE
</TABLE>
EXHIBIT 5.1
June 6, 1995
Systemed Inc.
970 West 190th Street
Suite 400
Torrance, CA 90502
Re: Form S-8 Registration Statement
-------------------------------
Gentlemen:
We have acted as your legal counsel in the preparation of the
Form S-8 Registration Statement ("Registration Statement") which will be filed
with the Securities and Exchange Commission in connection with the registration
under the Securities Act of 1933, as amended, of 2,000,000 shares of common
stock, $.001 par value, ("Common Stock") of Systemed Inc., a Delaware
corporation, ("Company") issuable upon exercise of the stock options granted
pursuant to the Company's 1993 Employee Non-Qualified Stock Option Plan -- 1986.
As such legal counsel, we have made such legal and factual
inquiries as we deemed necessary under the circumstances for the purpose of
rendering this opinion. In reliance thereon, we are of the opinion that the
2,000,000 shares of Common Stock of the Company being registered under the
aforementioned Registration Statement will, when issued in full pursuant to the
options granted and exercised in accordance with the terms of the stock option
plan and related stock option agreements, be duly authorized and validly
issued, fully paid and non-assessable.
We have assumed for purposes of this opinion that any
promissory note given by an optionee as full or partial payment of the exercise
price of an option issued under the Company's stock option plan will be
negotiable and secured by collateral constituting lawful consideration under
Section 152 of the Delaware General Corporation Law.
<PAGE> 2
SysteMed Inc.
June 6, 1995
Page 2
We hereby consent to the filing of this opinion as an exhibit
to the aforementioned Registration Statement.
Sincerely,
HEWITT & MCGUIRE
PAR/WLT/mer
