<PAGE> 1
As Filed with the Securities and Exchange Commission on August 16, 1995.
Registration No. 33-__________________
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
SYSTEMED INC.
(Exact Name of Registrant as Specified in Charter)
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<S> <C>
Delaware 95-2544661
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
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____________________________
970 West 190th Street, Suite 400
Torrance, CA 90502
(Address of Principal Executive Offices)
____________________________
1993 Employee Stock Option Plan
(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)
____________________________
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========================================================================================================================
CALCULATION OF REGISTRATION FEE
========================================================================================================================
Proposed Proposed
Amount Maximum Maximum
Title of to be Offering Price Aggregate Amount of
Securities to be Registered Registered Per Share(1) Offering Price Registration Fee
------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.001 per share . . . . . . . . 1,000,000 $6.5625 $6,562,500 $2,263
========================================================================================================================
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(1) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h) and based on the average of the high and low sales prices
of the Common Stock of Systemed Inc. on August 11, 1995.
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INCORPORATION BY REFERENCE
The contents of the Form S-8 Registration Statement (File No.
33-77432) previously filed by Systemed Inc. with the Securities and Exchange
Commission are hereby incorporated herein by reference.
EXHIBITS
3.1 Certificate of Incorporation *
3.2 Bylaws *
5.1 Opinion of Hewitt & McGuire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hewitt & McGuire (included in Exhibit 5.1)
----------
* Filed as Exhibits 4.1 and 4.2 to the Registrant's Registration Statement
on Form S-8 (File No. 33-77432), such previously filed exhibits being
incorporated herein by this reference.
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 Torrance, State of California, on this 15th day
of August, 1995.
SYSTEMED INC.
By: /s/ Sam Westover
---------------------------------
Sam Westover
President and Chief Executive
Officer
2
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POWER OF ATTORNEY
Each person whose signature appears below authorizes Sam
Westover and Kenneth J. Kay, and either of them, with full power of
substitution and resubstitution, his or her true and lawful attorneys-in-fact,
for him or her in any and all capacities, to sign any amendments (including
post-effective amendments) to the Registration Statement and to file the same
with Exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission.
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed by the following persons in the
capacities indicated as of August 10, 1995.
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Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Sam Westover President, Chief Executive August 10, 1995
------------------------------------- Officer and Director
Sam Westover (principal executive officer)
/s/ J. Roberts Fosberg Chairman of the Board August 11, 1995
------------------------------------- and Director
J. Roberts Fosberg
/s/ Kenneth J. Kay Senior Vice President, Finance August 11, 1995
------------------------------------- and Administration
Kenneth J. Kay (principal financial and
principal accounting officer)
/s/ John E. Flood, Jr. Vice Chairman of the Board August 11, 1995
-------------------------------------
John E. Flood, Jr.
Director August __, 1995
-------------------------------------
Ronald P. Arrington
/s/ James F. Doherty Director August 10, 1995
-------------------------------------
James F. Doherty
/s/ Frederick M. Myers Director August 10, 1995
-------------------------------------
Frederick M. Myers
/s/ Jon C. Thorson, M.D. Director August 11, 1995
-------------------------------------
Jon C. Thorson, M.D.
/s/ Craig L. McKnight Director August 10, 1995
-------------------------------------
Craig L. McKnight
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3
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EXHIBIT INDEX
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Sequentially
Exhibit Number Exhibit Numbered Page
-------------- ------- -------------
<S> <C> <C>
3.1 Certificate of Incorporation of the Registrant Incorporated by Reference
3.2 Bylaws of the Registrant Incorporated by Reference
5.1 Opinion of Hewitt & McGuire
23.1 Consent of Ernst & Young LLP
23.2 Consent of Hewitt & McGuire (included in Exhibit 5.1)
24.1 Power of Attorney (contained on Signature Page)
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4
<PAGE> 1
HEWITT & MCGUIRE
ATTORNEYS AT LAW
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<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
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EXHIBIT 5.1
August 15, 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 1,000,000 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 Stock Option Plan.
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
1,000,000 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.
August 15, 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
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EXHIBIT 23.1
------------
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Employee Stock Option Plan of Systemed Inc.
and in the related Prospectus of our report dated February 17, 1995, except for
Note 10, the date for which is March 29, 1995, with respect to the consolidated
financial statements and schedules of Systemed Inc. included in its Annual
Report (Form 10-K) for the year ended December 31, 1994, filed with the
Securities and Exchange Commission.
ERNST & YOUNG LLP
Orange County, California
August 15, 1995
