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As filed with the Securities and Exchange Commission on December 28, 2000
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
CARESCIENCE, INC.
(Exact Name of Registrant as specified in its charter)
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PENNSYLVANIA 23-2703715
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3600 MARKET STREET
PHILADELPHIA, PA 19104
(Address of Principal Executive Offices) (Zip Code)
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CARESCIENCE, INC. 1995 EQUITY COMPENSATION PLAN
CARESCIENCE, INC. 1998 TIME ACCELERATED RESTRICTED STOCK OPTION PLAN
(Full title of the plans)
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DAVID J. BRAILER
CHAIRMAN AND CHIEF EXECUTIVE OFFICER
CARESCIENCE, INC.
3600 MARKET STREET, 6TH FLOOR
PHILADELPHIA, PA 19104
(Name and Address of Agent for Service of Process)
(215) 387-9401
(Telephone Number, Including Area Code, of Agent For Service)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
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------------------------------- ---------------- -------------------- ------------------------ --------------
TITLE OF SECURITIES TO BE AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
REGISTERED REGISTERED (1) OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
SHARE PRICE FEE
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<S> <C> <C> <C> <C>
1995 Equity Compensation Plan $4,929,705.66 $1,301.45
Common Stock, no par value
Options Granted (2) 32,600 $0.25
17,439 $0.78
4,875 $0.94
1,613 $1.13
287,029 $1.25
2,906 $2.25
12,888 $2.38
21,563 $2.50
801,170 $2.59
1,500 $2.60
3,563 $2.63
1,463 $2.75
10,000 $3.00
20,000 $3.44
2,363 $5.38
3,750 $6.00
12,000 $6.31
4,519 $6.38
6,000 $6.44
2,348 $6.63
2,513 $6.88
63,375 $8.44
92,813 $12.00
Options Reserved for Grant (3) 656,748 $0.61
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1998 Time Accelerated $1,352,507.64 $357.06
Restricted Stock Option Plan,
Common Stock, no par value
Options Granted (2) 435,235 $2.59
25,000 $8.44
Options Reserved for Grant (3) 23,359 $0.61
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(1) This Registration Statement shall also cover any additional shares of
common stock, no par value per share, of the Registrant ("Common Stock")
which become issuable under the 1995 Equity Compensation Plan or 1998 Time
Accelerated Restricted Stock Option Plan 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.
(2) Based on 1,408,290 options to purchase Common Stock outstanding as of
December 26, 2000 under the 1995 Equity Compensation Plan and 460,235
options to purchase Common Stock outstanding as of December 26, 2000 under
the 1998 Time Accelerated Restricted Stock Option Plan. All of such shares
of Common Stock are issuable upon the exercise of outstanding options at
the exercise prices listed above. Pursuant to Rule 457(h)(1), the aggregate
offering price and the fee have been computed upon the basis of the price
at which the options may be exercised.
(3) Calculated solely for purposes of this offering under Rule 457(c) and (h)
of the Securities Act of 1933, as amended (the "Securities Act"), on the
basis of the average high and low prices of Common Stock reported on the
Nasdaq National Market on December 20, 2000.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. PLAN INFORMATION.
The documents containing the information specified in this Item 1 will be
sent or given to employees, 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, such documents
are not being filed with the Commission either as part of this Registration
Statement or as prospectuses or prospectus supplements pursuant to Rule 424.
Item 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.
The documents containing the information specified in this Item 2 will be
sent or given to employees as specified by Rule 428(b). In accordance with the
rules and regulations of the Commission and the instructions to Form S-8, such
documents are not being filed 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 filed with the Commission are incorporated by
reference in this Registration Statement:
(a) The Registrant's Prospectus dated June 28, 2000, as filed with the
Commission pursuant to Rule 424(b)(1) of the Securities Act on June 29, 2000;
(b) The Registrant's Quarterly Report on Form 10-Q for the three-month
period ended June 30, 2000, as filed with the Commission on August 8, 2000;
(c) The Registrant's Quarterly Report on Form 10-Q for the three-month
period ended September 30, 2000, as filed with the Commission on November 13,
2000;
(d) The section entitled "Description of Registrant's Securities to be
Registered" contained in the Registrant's Registration Statement on Form 8-A
filed with the Commission on June 21, 2000.
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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 herein 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 a part thereof from the date of filing of such documents.
Item 4. DESCRIPTION OF SECURITIES.
Not applicable.
Item 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Amended and Restated Articles of Incorporation provide
that pursuant to and to the extent permitted by Pennsylvania law, the
Registrant's directors shall not be personally liable for monetary damages for
breach of any duty owed to the Registrant and its shareholders. This provision
does not eliminate the duty of care, and, in appropriate circumstances,
equitable remedies such as an injunction or other forms of non-monetary relief
would remain available under Pennsylvania law. In addition, each director will
continue to be subject to liability for breach of the director's duty of loyalty
to the Registrant, for acts or omissions not in good faith or involving knowing
violations of law, or for actions resulting in improper personal benefit to the
director. The provision also does not affect a director's responsibilities under
any other law, such as federal securities laws or state or federal environmental
laws. The Registrant's Amended and Restated Bylaws provide that the Registrant
shall indemnify its officers and directors to the fullest extent permitted by
Pennsylvania law, including some instances in which indemnification is otherwise
discretionary under Pennsylvania law. Pennsylvania law permits the Registrant to
provide similar indemnification to employees and agents who are not directors or
officers. The determination of whether an individual meets the applicable
standard of conduct may be made by the disinterested directors, independent
legal counsel or the shareholders. Pennsylvania law also permits indemnification
in connection with a proceeding brought by or in the right of the Registrant to
procure a judgment in its favor. Insofar as indemnification for liabilities
arising under the Securities Act may be permitted to directors, officers, or
persons controlling the Registrant pursuant to the foregoing provisions, the
Registrant has been informed that in the opinion of the Commission such
indemnification is against public policy as expressed in that Act and is
therefore unenforceable.
In general, any officer or director of the Registrant shall be indemnified
by the Registrant against expenses including attorneys' fees, judgments, fines
and settlements actually and reasonably incurred by that person in connection
with a legal proceeding as a result of such relationship, whether or not the
indemnified liability arises from an action
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by or in the right of the Registrant, if the officer or director acted in good
faith, and in the manner believed to be in or not opposed to the Registrant's
best interest, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe the conduct was unlawful. Such indemnity is limited
to the extent that (i) such person is not otherwise indemnified and (ii) such
indemnifications are not prohibited by Pennsylvania law or any other applicable
law.
Any indemnification under the previous paragraph (unless ordered by a
court) shall be made by the Registrant only as authorized in the specific case
upon the determination that indemnification of the director or officer is proper
in the circumstances because that person has met the applicable standard of
conduct set forth above. Such determination shall be made (i) by the Board of
Directors by a majority vote of a quorum of disinterested directors who are not
parties to such action or (ii) if such quorum is not obtainable or, even if
obtainable, a quorum of disinterested directors so directs, by independent legal
counsel in a written opinion. To the extent that a director or officer of the
Registrant shall be successful in prosecuting an indemnity claim, the reasonable
expenses of any such person and the fees and expenses of any special legal
counsel engaged to determine the possibility of indemnification shall be borne
by the Registrant.
Expenses incurred by a director or officer of the Registrant in defending a
civil or criminal action, suit or proceeding shall be paid by the Registrant in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that person is not entitled to be
indemnified by the Registrant as authorized by our Bylaws.
The indemnification and advancement of expenses provided by, or granted
pursuant to Article 10 of our Bylaws is not deemed exclusive of any other rights
to which those seeking indemnification or advancement of expenses may be
entitled, both as to action in that person's official capacity and as to action
in another capacity while holding such office.
The Board of Directors has the power to authorize the Registrant to
purchase and maintain insurance on behalf of the Registrant and others to the
extent that power to do so has not been prohibited by Pennsylvania law, create
any fund to secure any of its indemnification obligations and give other
indemnification to the extent permitted by law. The obligations of the
Registrant to indemnify a director or officer under Article 10 of our Bylaws is
a contract between the Registrant and such director or officer and no
modification or repeal of our Bylaws shall detrimentally affect such officer or
director with regard to that person's acts or omissions prior to such amendment
or repeal.
The Registrant has also purchased insurance for its directors and officers
for certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Registrant.
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Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
Item 8. EXHIBITS.
See Exhibit Index.
Item 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) 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 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; 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) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required 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 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(b) 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.
(c) 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.
(d) 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 15(d) of the Exchange Act of 1934 that is incorporated by reference
herein shall be deemed to be a
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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.
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 Philadelphia in the Commonwealth of Pennsylvania, on
this 28th day of December, 2000
CARESCIENCE, INC.
By: /s/ David J. Brailer
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David J. Brailer
Chairman and Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of CareScience, Inc., hereby
severally constitute and appoint David J. Brailer, Ronald A. Paulus and Robb L.
Tretter, and each of them singly, our true and lawful attorneys, with full power
to them and each of them singly, to sign for us in our names in the capacities
indicated below, any amendments to this Registration Statement on Form S-8
(including post-effective amendments), and to file the same, with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission, and generally to do all things in our names and on our
behalf in our capacities as officers and directors to enable CareScience, Inc.,
to comply with the provisions of the Securities Act of 1933, as amended, hereby
ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and all amendments
thereto.
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
<S> <C> <C>
/s/ David J. Brailer Chairman and Chief Executive Officer December 28, 2000
----------------------------------- (Principal Executive Officer)
David J. Brailer
/s/ Steven Bell Chief Financial Officer (Principal Financial December 28, 2000
----------------------------------- and Accounting Officer)
Steven Bell
/s/ Ronald A. Paulus President and Director December 28, 2000
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Ronald A. Paulus
/s/ Edward N. Antoian Director December 28, 2000
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Edward N. Antoian
/s/ Martin Harris Director December 28, 2000
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Martin Harris
/s/ Jeffrey R. Jay Director December 28, 2000
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Jeffrey R. Jay
/s/ Christopher R. McCleary Director December 28, 2000
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Christopher R. McCleary
/s/ William Winkenwerder Director December 28, 2000
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William Winkenwerder
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
4.1 Form of Certificate of Common Stock of the Registrant
(incorporated by reference to Exhibit 4.1 to the
Registrant's Registration Statement on Form S-1 (File No.
333-32376)
5.1 Opinion of Morgan, Lewis & Bockius LLP
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
24.1 Power of Attorney (included in the signature pages hereto)
