As filed with the Securities and Exchange Commission
on August 21, 2000
Registration No. 333-40156
======================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
Post Effective Amendment No. 1 on Form S-8
To Registration Statement on Form S-4
Under
The Securities Act of 1933
____________
CERNER CORPORATION
(Exact name of registrant as specified in its charter)
____________
DELAWARE 7373 43-1196944
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Classification Code Identification No.)
incorporation or Number)
organization)
______________________
2800 Rockcreek Parkway
Kansas City, Missouri 64117
(816) 221-1024
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
__________________________________________________
Copper Non-Qualified Stock Option Plan
Neece Non-Qualified Stock Option Plan
CITATION Computer Systems, Inc. Equity Participation Plan
CITATION Computer Systems, Inc. Incentive Award Plan
CITATION Computer Systems, Inc. Non-Qualified Stock Option Plan
for Non-employee Directors
(Full title of the plans)
______________
MARC G. NAUGHTON
Vice President and Chief Financial Officer
2800 Rockcreek Parkway
Kansas City, Missouri 64117
(816) 221-1024
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
Please send copies of all communications to:
RANDY D. SIMS, Esq.
Vice President, Chief Legal Officer and Secretary
2800 Rockcreek Parkway
Kansas City, Missouri 64117
(816) 221-1024
This Post-Effective Amendment on Form S-8 to Registration Statement
on Form S-4 (this "Registration Statement") covers 78,818 shares of Common
Stock, par value $0.01, and associated preferred stock purchase rights of the
Registrant originally registered on Registration Statement No. 333-40156 on Form
S-4 (the "S-4 Registration Statement") to which this is an amendment. The
registration fees in respect to the securities registered hereby were paid at
the time of the original filing of the S-4 Registration Statement.
=========================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by the Registrant with the
Securities and Exchange Commission pursuant to the Securities
Exchange Act of 1934 (the "Exchange Act") are
incorporated herein by reference: (i) the Registrant's
Annual Report on Form 10-K for the year ended January
1,2000; (ii) the Registrant's Quarterly Report on Form
10-Q for the quarter ended April 1, 2000; (iii) the
Registrant's Quarterly Report on Form 10-Q for the
quarter ended July 1, 2000; and (iv) the description of
the Common Stock of the Registrant which is contained in
the Registrant's Registration Statement on Form 8-A
(File No. 0-15386), including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange
Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered
hereby have been sold or which deregisters all
securities offered hereby remaining unsold, shall be
deemed to be incorporated by reference herein and to be
a part hereof from the date of the filing of such
reports and documents, except in no event shall any
information included in any such document in response to
Item 402(i), (k) or (l) of Regulation S-K be deemed to
constitute part of this Registration Statement.
Any statement contained herein or 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 in any
subsequently filed document which 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 applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
(a) Section 145 of the Delaware General Corporation Law (the
"DGCL") (i) gives Delaware corporations broad powers to indemnify
their present and former directors and officers and those of other
enterprises, as well as certain other persons, against expenses,
judgments, fines and settlement amounts incurred by such directors,
officers or other persons in defense of any action, suit or
proceeding to which they are made parties by reason of being or
having been a director, officer, employee or agent of the
corporation, or of another enterprise at the request of the
corporation, subject to specified conditions and exclusions, (ii)
gives such directors, officers or other persons who are successful in
the defense of any action, suit or proceeding the right to be
indemnified, and (iii) authorizes the corporation to purchase and
maintain directors' and officers' liability insurance. The
indemnification authorized by Section 145 of the DGCL is not
exclusive of any other rights to which those indemnified may be
entitled under any bylaws, agreement, vote of shareholders or
disinterested directors, policy of insurance or otherwise.
(b) Article Tenth of the Registrant's Restated certificate of
incorporation authorizes the Registrant to agree to indemnify any of
its directors, officers, employees or agents, and any person who
serves at the request of the Registrant as a director, officer,
employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, to the fullest extent permitted by the
laws of the state of Delaware; provided that the Registrant is not
permitted to indemnify any person from or on account of such person's
conduct which was finally adjudged to have been knowingly fraudulent,
deliberately dishonest or willful misconduct.
(c) In accordance with Section 102(b)(7) of the DGCL,
Article Tenth of the Registrant's Restated certificate of
incorporation contains a provision eliminating a director's personal
liability to the Registrant or its stockholders for monetary damages
for breach of fiduciary duty as a director to the fullest extent
permitted or authorized by the laws of the state of Delaware.
Section 102(b)(7) of the DGCL prohibits the elimination or limitation
of a director's liability (1) for any breach of the director's duty
of loyalty to the Registrant or its stockholders, (2) for acts or
omissions not in good faith or which involve intentional misconduct
or knowing violations of law, (3) under Section 174 of the DGCL
(relating to unlawful dividend payments or stock redemptions or
repurchases), or (4) for any transaction from which the director
derived an improper personal benefit.
(d) Section 28 of the Registrant's bylaws requires the
Registrant to indemnify any person (1) against all liabilities and
expenses actually and reasonably incurred by such person in
connection with any action, suit or proceeding (other than an action
by or in the right of the Registrant) or (2) against any amounts paid
in settlement and expenses actually and reasonably incurred by such
person in an action by or in the right of the Registrant, in either
case, by reason of the fact that such person is or was serving as a
director or officer of the Registrant or as a director or officer of
another enterprise at the Registrant's request; provided that (a)
such person must have acted in good faith and in a manner such person
reasonably believed to be in or not opposed to the Registrant's best
interests and, with respect to any criminal action or proceeding,
that such person must have had no reasonable cause to believe such
person's conduct was unlawful, and (b) the Registrant is not required
to indemnify or advance expenses to such person in connection with an
action, suit or proceeding initiated by such person unless the
initiation of such action, suit or proceeding was authorized by the
Registrant's Board of Directors. Said Section 28 further provides
that the Registrant shall not indemnify any person for any
liabilities or expenses incurred by such person in connection with an
action, suit or proceeding by or in the right of the Registrant in
respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable to the Registrant, unless and only to
the extent that the court in which the action, suit or proceeding is
brought determines that the person is entitled to such indemnity. If
any person serving as a director or officer of the Registrant or as a
director or officer of another enterprise at the Registrant's request
is successful on the merits or otherwise in defense of any action,
suit or proceeding referred to above, said Section 28 requires that
the Registrant indemnify such person against expenses actually and
reasonably incurred by such person in connection therewith. Prior to
indemnifying a person pursuant to Section 28 of the Registrant's
bylaws, the Registrant must determine that such person has met the
specified standard of conduct required for indemnification unless
ordered by a court and except as otherwise provided by the
immediately preceding sentence. Such determination must be made by
(y) a majority vote of a quorum of the directors who were not party
to the action, suit or proceeding (or by independent legal counsel in
a written opinion if so directed by a quorum of disinterested
directors or if such a quorum is not obtainable), or (z) the
stockholders. If the determination is adverse to the person seeking
to be indemnified, such person may cause the determination to be made
by a court having jurisdiction over the Registrant. The
indemnification provided by Section 28 of the Registrant's bylaws is
not exclusive of any other rights
<PAGE> II-1
to which those seeking indemnification may be entitled under any
statute, the Registrant's Restated certificate of incorporation, the
Registrant's bylaws, any agreement, vote of stockholders or
disinterested directors, policy of insurance or otherwise, both as
to action in their official capacities and as to action in other
capacities while holding their respective offices.
(e) The Registrant has entered into indemnification agreements
with the Registrant's directors, Clifford W. Illig, Neal L.
Patterson, Michael E. Herman, Jeff Goldsmith, Gerald E. Bisbee, Jr.,
and John C. Danforth, which, among other things, (a) confirm the
present indemnity permitted under the DGCL, (b) provide that, in
addition, the directors shall be indemnified to the fullest possible
extent permitted by law against all expenses (including attorneys'
fees), judgments, fines, and settlement amounts, paid or incurred by
them in any action or proceeding, including any action by or in the
right of the Registrant, on account of their services as a director
of the Registrant or as a director of any subsidiary of the
Registrant or as a director, officer, employee or agent of any other
company or enterprise when they are serving in such capacities at the
request of the Registrant, and (c) provide procedures for
notification and defense of a claim. However, no indemnity will be
provided to any director on account of conduct which is adjudged to
be knowingly fraudulent, deliberately dishonest or willful
misconduct. The indemnification agreements also provide that the
Registrant will advance the expenses of defending an action, lawsuit
or other proceeding to the indemnified director before the matter is
disposed of if the indemnitee agrees to repay any such advances to
the Registrant if it is later determined that he or she was not
entitled to indemnification.
(f) Section 28 of the Registrant's bylaws permits the
Registrant to insure any person against any liability incurred by
such person by reason of the fact that such person is or was serving
as a director or officer of the Registrant or as a director or
officer of another enterprise at the Registrant's request, whether or
not the Registrant would have the power to indemnify such person
under the provisions described above. The Registrant has obtained
directors' and officers' liability insurance for each of its
directors and executive officers which (subject to certain limits and
deductibles) (i) insures such persons against loss arising from
certain claims made against them by reason of such persons being a
director or officer, and (ii) insures the Registrant against loss
which it may be required or permitted to pay as indemnification due
such persons for certain claims. Such insurance may provide coverage
for certain matters as to which the Registrant may not be permitted
by law to provide indemnification.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
The following exhibits are filed herewith or incorporated herein
by reference.
Exhibit
Number
------
4.1 Restated Certificate of Incorporation, as amended
through June 29, 1996 (filed as Exhibit 3(i) to
Registrant's Quarterly Report on Form 10-Q for the
quarter ended June 29, 1996, and incorporated herein
by reference).
4.2 Bylaws of Registrant, as amended (filed as Exhibit
3.2 to Registrant's Registration Statement on Form
S-4 No. 333-40156 on June 26, 2000, and incorporated
herein by reference).
4.3 Amended and Restated Rights Agreement, dated as of
March 12, 1999, between Cerner Corporation and UMB
Bank, N.A., as Rights Agents, which includes the
Form of Certificate of Designation, Preferences and
Rights of Series A Preferred Stock of Cerner
Corporation, as Exhibit A, and the Form of Rights
Certificate, as Exhibit B (filed as an exhibit to
Registrant's current report on Form 8-A/A dated
March 31, 1999 and incorporated herein by
reference).
4.4 Specimen stock certificate (filed as Exhibit 4(a)
to Registrant's Registration Statement on Form S-8
(File No. 33-15156) and incorporated herein by
reference).
5.1 Opinion of Randy D. Sims, Esq.
<PAGE> II-2
23.1 Consent of KPMG LLP.
23.2 Consent of Randy D. Sims, Esq. (contained in Exhibit 5.1)
24 Power of Attorney
Item 9. Undertakings
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;
(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 hereto)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the Registration
Statement;
(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 (1)(i) and
(1)(ii) do not apply if the information required
to be included in a posteffective amendment by
those paragraphs is contained in periodic reports
filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration
Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered herein, 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.
(2) 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.
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.
<PAGE> II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this post effective amendment to
registration statement No. 333-40156 to be signed on its behalf by
the undersigned, thereunto duly authorized, in the City of Kansas
City, State of Missouri on August 21, 2000.
CERNER CORPORATION
(Registrant)
By /s/ Marc G. Naughton
--------------------------------
Marc G. Naughton
Vice President and
Chief Financial Officer
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 Title Date
--------- ----- ----
/s/ Neal L. Patterson Chairman of the Board, August 21, 2000
by Marc G. Naughton Chief Executive Officer
------------------------- (Principal Executive Officer)
Neal L. Patterson
/s Clifford W. Illig Vice Chairman and August 21, 2000
by Marc G. Naughton Director
-------------------------
Clifford W. Illig
/s/ Marc G. Naughton Vice President and Chief August 21, 2000
------------------------- Financial Officer
Marc G. Naughton (Principal Financial and
Accounting Officer)
/s/ Gerald E. Bisbee, Jr. Director August 21, 2000
by Marc G. Naughton
-------------------------
Gerald E. Bisbee, Jr.
/s/ Michael E. Herman Director August 21, 2000
by Marc G. Naughton
-------------------------
Michael E. Herman
/s/ Jeff Goldsmith Director August 21, 2000
by Marc G. Naughton
-------------------------
Jeff Goldsmith
/s/ John C. Danforth Director August 21, 2000
by Marc G. Naughton
-------------------------
John C. Danforth
<PAGE> II-4
