As filed with the Securities & Exchange Commission on September 9, 1997
Registration No. _______________________
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
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HEALTHWATCH INC.
(Exact name of registrant as specified in its charter)
Minnesota 84-0916792
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
-------------------------
2445 CADES WAY
VISTA, CALIFORNIA 92083
(619) 598-4333
(Address and telephone number of principal executive offices)
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1995 STOCK OPTION PLAN
1995 STOCK GRANT AND SALARY DEFERRAL PLAN
(Full title of the Plan)
Daniel J. Kelly
2445 Cades Way
Vista, California 92083
(619) 598-4333
(Name, address and telephone number of agent for service)
-------------------------
Approximate date of proposed commencement of sales pursuant to the Plan:
From time to time after this Registration Statement becomes effective.
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
=================== ============ ================== ==================== ===============
Title of Amount Proposed maximum Proposed maximum Amount of
securities to to be offering price aggregate offering registration
be registered registered per share (1) price (1) fee (1)
=================== ============ ================== ==================== ===============
<S> <C> <C> <C> <C>
Common Stock, 2,685,715 $.5625 $1,510,715 $457.80
par value $.07
</TABLE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (h) of Regulation C based upon the price of
$0.5625, which represents the last sale reported for such stock in the
NASDAQ Small Cap Market for September 4, 1997.
<PAGE>
INCORPORATION OF DOCUMENTS BY REFERENCE
The Company is subject to the information requirements of the
Securities Exchange Act of 1934, as amended ("Exchange Act"), and, in accordance
therewith, files reports and other information with the Securities and Exchange
Commission ("Commission"). The following documents, which have been filed by the
Company with the Commission pursuant to the Exchange Act (File No. 0-11476), are
incorporated by reference in this registration statement:
(a) The Company's Annual Report on Form 10-KSB for the year
ended June 30, 1996;
(b) The Company's Quarterly Report on Form 10-QSB for the
quarter ended March 31, 1997;
(c) The Company's Proxy Statement dated March 24, 1997; and
(d) The description of the Company's stock contained in the
Company's Registration Statement in Form 8-A declared effective by the
Commission as of March 13, 1984.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing such documents.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 302A.521 of the Minnesota Statutes provides that a Minnesota
business corporation shall indemnify any director, officer, or employee, or
agent of the corporation made or threatened to be made a party to a proceeding,
by reason of the former or present official capacity (as defined) of the person,
against judgments, penalties, fines, settlements, and reasonable expenses
incurred by the person in connection with the proceeding if certain statutory
standards are met. "Proceeding" means a threatened, pending or completed civil,
criminal, administrative, arbitration, or investigative proceeding, including
one by or in the right of the corporation. Section 302A.521 contains detailed
terms regarding such right of indemnification and reference is made thereto for
a complete statement of such indemnification rights. Article IX of the Company's
Restated Articles of Incorporation eliminates certain personal liability of the
directors of the Company for monetary damages for certain breaches of directors'
fiduciary duties. Article IX has no effect on a director's liability for (1)
breach of the director's duty of loyalty; (2) acts or omissions not in good
faith or involving intentional misconduct for known violations of law; and (3)
approval of any transactions from which the director derives an improper
personal benefit.
<PAGE>
EXHIBITS
4.1 Specimen Form of Common Stock Certificate*
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A.
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A. (contained in
Exhibit 5.1 of this Registration Statement).
23.2 Consent of Silverman Olson Thorvilson & Kaufmann, Ltd.
24.1 Powers of Attorney (included on the signature page of this Registration
Statement).
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* Incorporated by reference to the Company's Registration Statement filed
on Form S-18 (File No. 2-85688D).
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
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;
(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; and
(3) to remove from registration by means of a post-effective
amendment any of the securities being registered that 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 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 as discussed above, 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.
<PAGE>
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 Vista, State of California, on this 8th day of
September, 1997.
HEALTHWATCH INC.
By /s/ Daniel J. Kelly
Daniel J. Kelly,
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Lindley S. Branson and Annette D. Agner,
and each or any one of them, his true and lawful attorney-in-fact and agent,
each acting alone, with full powers of substitution and resubstitution, for him
and in his name, place, and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) and supplements to this
Registration Statement, and to file the same, with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, each acting alone,
full power and authority to do and perform each and every act and thing
requisite or necessary to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents, each acting alone, or his
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 dates indicated.
Signature Capacity Date
--------- -------- ----
/s/ Daniel J. Kelly Chief Executive Officer September 8, 1997
Daniel J. Kelly (Principal Executive Officer)
/s/ Annette D. Agner Controller (Principal September 8, 1997
Annette D. Agner Financial and Principal
Accounting Officer)
/s/ Lindley S. Branson Director September 8, 1997
Lindley S. Branson
/s/ Richard T. Case Director September 8, 1997
Richard T. Case
/s/ Sanford L. Schwartz Director September 8, 1997
Sanford L. Schwartz.
<PAGE>
INDEX TO EXHIBITS
EXHIBIT PAGE
------- ----
4.1 Specimen Form of Common Stock Certificate* --
5.1 Opinion of Gray, Plant, Mooty, Mooty & Bennett, P.A. 6
23.1 Consent of Gray, Plant, Mooty, Mooty & Bennett, P.A.
(Exhibit 5.1 to this Registration Statement) --
23.2 Consent of Silverman Olson Thorvilson & Kaufman, Ltd. 7
24.1 Power of Attorney (included on the signature page of this
Registration Statement) --
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* Incorporated by reference to the Company's Registration Statement filed
on Form S-18 (File No. 2-85688D).
EXHIBIT 5.1
LINDLEY S. BRANSON
612 343-2827
September 8, 1997
HealthWatch, Inc.
2445 Cades Way
Vista, California 92083
RE: 1995 Stock Option Plan and 1995 Stock Grant and Salary
Deferral Plan Registration Statement on Form S-8
Gentlemen:
This opinion is furnished in connection with the registration, pursuant
to the Securities Act of 1933, as amended ("Act"), of an aggregate of 2,685,715
shares of the Common Stock, $.07 par value (the "Shares"), of HealthWatch, Inc.
(the "Company"), which may be issued pursuant to the 1995 Stock Option Plan and
the 1995 Stock Grant and Salary Deferral Plan (the "Plans"). We have examined
the Articles of Incorporation, as amended, and the Bylaws of the Company, such
records of proceedings of the Company as we deemed material and such other
certificates, records and documents as we considered necessary for the purposes
of this opinion.
Based on the foregoing, we are of the opinion that upon the issuance
and delivery of the Shares in accordance with the terms of the Plans, the Shares
will be legally issued, fully paid and non-assessable securities of the Company.
We understand that this opinion is to be used in connection with the
Registration Statement. We consent to a filing of a copy of this opinion with
the Registration Statement.
Very truly yours,
GRAY, PLANT, MOOTY,
MOOTY & BENNETT, P.A.
By /s/ Lindley S. Branson
Lindley S. Branson
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference of our report dated August
16, 1996, accompanying the consolidated financial statements of HealthWatch,
Inc. as of June 30, 1996 and 1995, included in the Company's Annual Report on
Form 10-KSB in the Registration Statement on Form S-8 expected to be filed by
HealthWatch, Inc. on or about September 9, 1997.
SILVERMAN OLSON THORVILSON & KAUFMANN LTD
CERTIFIED PUBLIC ACCOUNTANTS
Minneapolis, Minnesota
September 9, 1997
