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
SYNAVANT INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 22-2940965
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification Number)
3445 PEACHTREE ROAD N.E., SUITE 1400
ATLANTA, GEORGIA 30326
(Address, including zip code, of Registrant's principal executive office)
SYNAVANT INC.
REPLACEMENT PLAN FOR IMS HEALTH EQUITY-BASED AWARDS
2000 STOCK INCENTIVE PLAN
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plans)
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CRAIG S. KUSSMAN
SYNAVANT INC.
3445 PEACHTREE ROAD N.E., SUITE 1400
ATLANTA, GEORGIA 30326
(404) 841-4000
(Name, address, including zip code, and telephone number, including
area code, of Registrant's agent for service)
Copies to:
ALAN J. SINSHEIMER, ESQ.
SULLIVAN & CROMWELL
125 BROAD STREET
NEW YORK, NEW YORK 10004-2498
(212) 558-4000
CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum
Title of Securities to be Amount to be Offering Price Per Aggregate Offering Amount of Registration
Registered(1) Registered(1) Share Price Fee
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Common stock, $0.01 par 7,772,109 shares $ 10.66825(3) $ 82,914,840 $ 21,889.52
value per share 1,847,703 shares 8.00(4) 14,781,624 3,902.35
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$ 25,791.87
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(1) This registration statement (the "Registration Statement") registers
9,619,812 shares of Common Stock of SYNAVANT Inc., a Delaware corporation
(the "Company"), including preferred share purchase rights in tandem
therewith, which may be offered and sold from time to time pursuant to the
Company's Replacement Plan for IMS Health Equity-Based Awards (the
"Replacement Plan"), 2000 Stock Incentive Plan (the "2000 SIP"), and
Employee Stock Purchase Plan (the "ESPP") (collectively, the "Plan").
Pursuant to Rule 416(a), the number of shares being registered shall be
adjusted to include any additional shares which may become issuable as a
result of stock splits, stock dividends or similar transactions in
accordance with the anti-dilution provisions of the Replacement Plan, the
2000 SIP and the ESPP.
(2) Calculated pursuant to Section 6(b) of the Securities Act of 1933, as
amended, as follows: $264 per $1 million of proposed maximum aggregate
offering price.
(3) Represents weighted average exercise price of options and awards
outstanding under the Replacement Plan and 2000 SIP at the date hereof, in
accordance with paragraph (h) of Rule 457, for the purpose of calculating
the registration fee.
(4) Estimated pursuant to paragraphs (c) and (h) of Rule 457 solely for the
purpose of calculating the registration fee, based upon the average of the
reported high and low sales prices for shares of Common Stock on September
13, 2000, as reported in the composite tape for the Nasdaq National Market
System.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by SYNAVANT Inc. (the "Company" or the
"Registrant") with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), are hereby incorporated by reference in this Registration Statement:
(a) The Company's Registration Statement on Form 10 initially
filed under the name "ST Spin, Inc." on June 9, 2000, and amendments
thereto, including Amendment No. 3 filed on August 29, 2000, pursuant
to the Exchange Act (File No. 000-30926) (the "Form 10 Registration
Statement");
(b) The description of the Company's capital stock contained in
the Form 10 Registration Statement, including any other amendment or
report filed for the purpose of updating such description;
(c) The Company's Current Report on Form 8-K filed with the
Commission on September 8, 2000 (File No. 0-30822).
All documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this Registration Statement and
prior to the filing of a post-effective amendment to this Registration Statement
indicating that all securities offered have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be part hereof from the date
of filing of such documents. Any statement contained 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 subsequently filed document which also is
or is deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
Item 4. Description of Securities
Not required.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "Delaware Law") empowers a Delaware corporation to indemnify any persons
who are, or are threatened to be made, parties to any threatened, pending or
completed legal action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of such
corporation), by reason of the fact that such person is or was an officer,
director, employee or agent of such corporation, or is or was serving at the
request of such corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that such officer,
director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation's best interests, and, for
criminal proceedings, had no reasonable cause to believe his conduct was
unlawful. A Delaware corporation may indemnify officers and directors in an
action by or in the right of the corporation under the same conditions, except
that
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no indemnification is permitted without judicial approval if the officer or
director is adjudged to be liable to the corporation. Where an officer or
director is successful on the merits or otherwise in the defense of any action
referred to above, the corporation must indemnify him against the expenses which
such officer or director actually and reasonably incurred.
The Company's Amended and Restated Certificate of Incorporation (the
"Certificate of Incorporation") provides that the Company shall indemnify
directors and officers made party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, including appeals, to the fullest extent Delaware. Such
indemnification shall continue after an individual ceases to be an officer or
director and shall inure to the benefit of the heirs, executors and
administrators of such person. The Company's Certificate of Incorporation also
provides that a director of the Company shall not be personally liable to the
Company or its stockholders for monetary damages for breach of fiduciary duty as
a director, except to the extent such exemption from liability or limitation
thereof is not permitted under the General Corporation Law of the State of
Delaware as the same exists or may hereafter be amended.
The indemnification rights conferred by the Certificate of
Incorporation of the Company are not exclusive of any other right to which a
person seeking indemnification may otherwise be entitled. The Company may also
provide liability insurance for the directors and officers for certain losses
arising from claims or charges made against them while acting in their
capacities as directors or officers.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed as part of this Registration
Statement:
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated herein by reference to Exhibit 3.1 to the Form 10
Registration Statement)
4.2 Amended and Restated By-Laws of the Company (incorporated herein
by reference to Exhibit 3.2 to the Form 10 Registration Statement)
4.3 The Rights Agreement, dated as of August 29, 2000, between the
Company and EquiServe Trust Company (incorporated herein by
reference to Exhibit 4.2 to the Form 10 Registration Statement)
5 Opinion of Sullivan & Cromwell
23.1 Consent of Independent Accountants
24 Powers of Attorney (included on the signature pages of this
Registration Statement)
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 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; notwithstanding the foregoing, any
increase or decrease in the 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
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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;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this 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 this
Registration Statement is on Form S-3 or Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is contained in
periodic reports filed by the Registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference in
this 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) The undersigned registrant hereby undertakes 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 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.
(c) 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 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 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 Atlanta, State of Georgia, on this 14th day of
September, 2000.
SYNAVANT INC.
(Registrant)
By /s/ Wayne P. Yetter
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Wayne P. Yetter
Chairman and Chief Executive Officer
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KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Wayne P. Yetter and Craig S. Kussman, and
each of them, as his or her true and lawful attorney-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) and supplements to this Registration
Statement, and to file the same with the Commission, granting unto said
attorney-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he or she might or
could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agents, or any of them or their substitute or substitutes,
may lawfully 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 below by the following persons in the
capacities and on the date indicated.
SIGNATURE TITLE DATE
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Chairman, Chief Executive Officer and September 14, 2000
/s/ Wayne P. Yetter Director
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Wayne P. Yetter
September 14, 2000
President
/s/ Ronald D. Brown
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Ronald D. Brown
Executive Vice President, Development, September 14, 2000
/s/ Craig S. Kussman Secretary and Chief Financial Officer
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Craig S. Kussman
September 14, 2000
Controller
/s/ Clifford A. Farren
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Clifford A. Farren
September 14, 2000
Director
/s/ Peter Fuchs
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Peter Fuchs
September 14, 2000
Director
/s/ Robert J. Kamerschen
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Robert J. Kamerschen
September 14, 2000
Director
/s/ H. Eugene Lockhart
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H. Eugene Lockhart
September 14, 2000
Director
/s/ Barry L. Williams
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Barry L. Williams
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INDEX TO EXHIBITS
Sequentially
Exhibit Number Description Numbered Page
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4.1 Amended and Restated Certificate of Incorporation
of the Company (incorporated herein by reference to
Exhibit 3.1 to the Form 10 Registration Statement).
4.2 Amended and Restated By-Laws of the Company
(incorporated herein by the reference to Exhibit
3.2 to the Form 10 Registration Statement).
4.3 The Rights Agreement, dated as of August 29, 2000,
between the Company and EquiServe Trust Company
(incorporated herein by reference to Exhibit 4.2 to
the Form 10 Registration Statement).
5 Opinion of Sullivan & Cromwell
23.1 Consent of Independent Certified Public Accountants
24 Powers of Attorney (included on the signature pages
of this Registration Statement).
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