REGISTRATION NO. 333-
_____________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
PHYSICIAN COMPUTER NETWORK, INC.
(Exact name of registrant as specified in its charter)
NEW JERSEY 22-2485688
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
Number)_______________
_______________________
1200 The American Road
Morris Plains, New Jersey 07950
(973) 490-3100
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Second Amended and Restated 1993 Incentive
and Non-Incentive Stock Option Plan
(Full title of the plan)
John F. Mortell
Physician Computer Network, Inc.
1200 The American Road
Morris Plains, New Jersey 07950
(973) 490-3100
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_____________________________
COPY TO:
Jonathan A. Klein
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0879
_____________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of Amount to maximum maximum
securities be registered offering aggregate Amount of
to be <F1> price per offering registration
registered share price <F1> fee
__________ __________ _________ ___________ __________
<S> <C> <C> <C> <C>
Common
Stock,
$.01 par
value. . . 4,300,000 $12.625 $26,999,914.50 $8,195.00
<F1> Pursuant to Rule 457 of the Securities Act of 1933, as
amended, these amounts are used solely for the purpose of
calculating the registration fee. Such amounts are based upon:
(i) the price at which the options may be exercised, which are as
follows: 120,000 shares at $2.50 per share; 44,000 shares at $2.88
per share; 22,000 shares at $3.30 per share; 80,000 shares at
$3.625 per share; 22,000 shares at $3.80 per share; 922,000 shares
at $4.00 per share; 80,000 shares at $4.169 per share; 2,000 shares
at $4.37 per share; 8,000 shares at $4.75 per share; 80,000 shares
at $4.794 per share; 20,000 shares at $5.00 per share; 8,000 shares
at $5.46 per share; 8,000 shares at $6.28 per share; 15,000 shares
at $7.20 per share; 8,000 shares at $7.22 per share; 8,000 shares
at $8.30 per share; 894,000 shares at $9.188 per share; 30,000
shares at $9.75 per share; 55,000 shares at $10.875 per share;
27,000 shares at $11.25 per share; 10,000 shares at $11.375 per
share; 498,000 shares at $12.625 per share; and (ii) regarding the
1,339,000 unissued shares, the average of the bid and asked prices
of such shares as quoted on the NASDAQ as of December 26, 1997,
which is $4.094 per share.
</FN>
/TABLE
<PAGE>
<PAGE>
THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING
SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933.
PHYSICIAN COMPUTER NETWORK, INC.
_______________________
SECOND AMENDED AND RESTATED 1993 INCENTIVE
AND NON-INCENTIVE STOCK OPTION PLAN
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY
THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION
NOR HAS THE COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
This Prospectus relates to the offer and sale by Physician
Computer Network, Inc., a New Jersey corporation (the "Company"),
of 4,300,000 shares of its common stock, $.01 par value ("Common
Shares"), issuable upon the exercise of options that have been or
hereafter may be granted under the Company's Second Amended and
Restated 1993 Incentive and Non-Incentive Stock Option Plan (the
"Plan"). If, as a result of stock splits, stock dividends or
similar transactions, securities to which this Prospectus relates
are issued or become issuable, this Prospectus shall also apply to
such other securities. This Prospectus may not be used for the
reoffer or resale of Common Shares acquired pursuant to the Plan.
_______________________
THIS PROSPECTUS SHOULD BE RETAINED FOR FUTURE REFERENCE.
_______________________
The date of this Prospectus is December 31, 1997.<PAGE>
<PAGE>
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO
MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN, OR
INCORPORATED BY REFERENCE INTO, THIS PROSPECTUS, AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON
AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE
COMPANY SINCE ANY OF THE DATES SPECIFICALLY MENTIONED HEREIN OR THE
DATE HEREOF OR THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.<PAGE>
<PAGE>
TABLE OF CONTENTS
AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . .4
THE COMPANY. . . . . . . . . . . . . . . . . . . . . . . . . . .6
INTRODUCTION . . . . . . . . . . . . . . . . . . . . . . . . . .6
SECOND AMENDED AND RESTATED 1993 INCENTIVE AND NON-INCENTIVE STOCK OPTION PLAN8
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN. . . . . . 13
RESALES OF COMMON SHARES . . . . . . . . . . . . . . . . . . . 16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. . . . . . . . 17
LEGAL MATTERS. . . . . . . . . . . . . . . . . . . . . . . . . 18
EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
<PAGE>
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files periodic reports, proxy
statements and other information with the Securities and Exchange
Commission (the "Commission"). All reports, proxy statements and
other information, including registration statements for the Common
Shares to which this Prospectus is applicable, can be inspected and
copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the following regional offices of
the Commission: Northeastern Regional Office, 7 World Trade Center,
13th Floor, New York, New York 10048 and Midwest Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material can also be
obtained from the Public Reference Section of the Commission at
Room 1024, 450 Fifth Street, N.W., Judiciary Plaza, Washington,
D.C. 20549, at prescribed rates. The Common Shares are listed on
the National Market System (the "NASDAQ NMS") of the National
Association of Securities Dealers Automated Quotations System (the
"NASDAQ").
The Company has filed with the Commission a registration
statement under the Securities Act of 1933, as amended (the
"Securities Act"), on Form S-8 (together with any amendments
thereto, the "Registration Statement") with respect to the Common
Shares covered hereby. This Prospectus omits certain information
set forth in the Registration Statement, as permitted by the Rules
and Regulations of the Commission. For further information
pertaining to the Company and the Common Shares covered hereby,
reference is hereby made to the Registration Statement, including
the exhibits and schedules filed as a part thereof, which may be
obtained from the Commission at its principal office at 450 Fifth
Street, N.W., Judiciary Plaza, Washington, D.C. 20549, upon payment
of the prescribed fee. Statements made in this Prospectus as to
the contents of any contract, agreement or other document are not
necessarily complete; with respect to each such contract, agreement
or other document filed as an exhibit to the Registration
Statement, reference is made to such exhibit for a more complete
description of the matter involved, and each such statement shall
be deemed qualified in its entirety by such reference.<PAGE>
<PAGE>
Copies of such documents also may be examined without charge at the
regional offices of the Commission referred to above.<PAGE>
<PAGE>
THE COMPANY
The Company is a New Jersey corporation. The principal
executive offices of the Company are located at 1200 The American
Road, Morris Plains, New Jersey 07950. The telephone number of
such executive offices is (973) 490-3100.
INTRODUCTION
The purpose of the Plan is to further the growth and
development of the Company and any subsidiaries by encouraging
selected employees, officers, directors and other persons who
contribute and are expected to contribute materially to the
Company's success to obtain a proprietary interest in the Company
through ownership of Common Shares, thereby providing such persons
with an added incentive to promote the best interests of the
Company and affording the Company a means of attracting to its
service persons of outstanding ability.
The principal features of the Plan are summarized below,
but the summary is qualified in its entirety by reference to the
complete text of the Plan and to the individual stock option
agreements issued thereunder (each, a "Stock Option Agreement").
Requests for additional information about the Plan and its
administration should be addressed to John F. Mortell, Executive
Vice President, 1200 The American Road, Morris Plains, New Jersey
07950. Telephone No.: (973) 490-3100.
The Plan is neither subject to any of the provisions of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), nor qualified under Section 401(a) of the Internal
Revenue Code of 1986, as amended (the "Code").
The prices for the Common Shares covered by this Prospectus
which are or may be subject to options are and will be as specified
in the various Stock Option Agreements governing the issuance of
such Common Shares, such prices, however, may not be less than the
Fair Market Value (as defined below) of the Common Shares on the
date of grant of the option, except that in the case of an option
grant to an eligible individual (see "Second Amended and Restated
1993 Incentive and Non-Incentive Stock<PAGE>
<PAGE>
Option Plan -- Eligibility" below) who at the time of the grant of
an incentive stock option owns, directly or indirectly within the
meaning of Section 424(d) of the Code, ten percent (10%) or more of
the combined voting power of the Company, any Subsidiary or any
parent of the Company (as defined in Section 424(e) of the Code) (a
"Ten Percent Shareholder"), the exercise price shall not be less
than 110% of the Fair Market Value of the Common Shares on the date
of the grant of the option. Under the Plan, the Fair Market Value
("Fair Market Value") of a Common Share as of a specified date
means, if the Common Shares are listed on a national securities
exchange or on the NASDAQ NMS, the closing price of the Common
Shares on the business day immediately preceding the date as of
which the Fair Market Value is being determined, or on the next
preceding date on which such Common Share traded if no Common Share
were traded on such immediately preceding business day; or, if the
Common Shares were not so listed on a national securities exchange,
but publicly traded, the representative closing bid price in the
over-the-counter market as reported by NASDAQ or as quoted by the
National Quotation Bureau or a recognized dealer in the Common
Shares, on the date immediately preceding the date as of which the
Fair Market Value is being determined, or on the next preceding
date on which such Common Shares are traded if no Common Shares
were traded on such immediately preceding business day. In
determining Fair Market Value, the Committee (as defined
hereinafter) may also consider such other factors as it shall deem
appropriate.
This Prospectus only covers the issuance of Common Shares
by the Company pursuant to the Plan. It does not cover resales of
such Common Shares by persons who exercised their options. How-
ever, persons who are not deemed to be "affiliates" of the Company
as that term is defined in Rule 405 under the Securities Act,
ordinarily may publicly resell Common Shares acquired hereunder
without registration under the Securities Act in reliance on its
exemption provided in Section 4(1) thereof. Persons who are affi-
liates of the Company (which generally include its officers,
directors and principal shareholders) may not publicly resell
Common Shares acquired hereunder except pursuant to registration
under the Securities Act or by compliance with Rule 144 under the
Securities Act. See "Resales of Common Shares".<PAGE>
<PAGE>
Section 16(b) of the Exchange Act and the Rules and
Regulations of the Commission promulgated thereunder may impose
liability under some circumstances upon certain statutorily defined
persons in connection with their acquisition or disposition of any
equity security of the Company (including Common Shares acquired
upon the exercise of options under the Plan). See "Resales of
Common Shares".
SECOND AMENDED AND RESTATED 1993 INCENTIVE AND
NON-INCENTIVE STOCK OPTION PLAN
GENERAL
On May 12, 1997, the Board of Directors of the Company (the
"Board") adopted, subject to approval by the shareholders, an
amendment to the Plan increasing the maximum aggregate number of
Common Shares that may be issued under the Plan to 4,300,000 Common
Shares. The amendment was proposed and adopted in order that the
Company could continue to attract and retain persons of outstanding
ability who contribute materially to the Company's success, and to
provide incentives through ownership of Common Shares for them to
promote the growth and financial success of the business of the
Company.
EFFECTIVE DATE
The Plan in its original form was adopted by the Board on
May 28, 1993, and became effective on July 13, 1993. The most
recent changes to the Plan were approved by the Board on May 12,
1997 and became effective on June 25, 1997, the date on which the
holders of a majority of the outstanding Common Shares approved the
Plan in its amended and restated form.
ELIGIBILITY
The individuals eligible for the grant of options under the
Plan are (i) all directors, officers and employees; and (ii) such
individuals determined by the Committee (as defined below) to be
rendering substantial services as a consultant or independent<PAGE>
<PAGE>
contractor to the Company or any subsidiary, as the Committee shall
determine from time to time in its sole and absolute discretion;
provided, however, that only employees of the Company or any
subsidiary shall be eligible to receive incentive stock options.
All participants shall be eligible to be granted more than one
option under the Plan.
ADMINISTRATION
The Plan is administered by a committee (the "Committee")
consisting of not less than a number of "non-employee directors"
(as such term is defined in Rule 16b-3 under the Exchange Act), who
are also "outside directors" (within the meaning of Section 162(m)
of the Code) so as to qualify the Committee to administer the Plan
as contemplated by Rule 16b-3 and Section 162(m), respectively.
Subject to certain limits, the Committee has the power to
administer the Plan in its sole and absolute discretion.
STOCK SUBJECT TO THE PLAN
The Plan, as amended, provides for the issuance of up to
4,300,000 Common Shares (subject to adjustment as described below)
upon exercise of options granted under the Plan; provided, however,
that no more than 250,000 Common Shares (subject to adjustment as
described below) may be awarded to any employee in any calendar
year. To the extent that an option terminates without having been
exercised, the Common Shares subject to such award will again be
available for distribution in connection with future awards under
the Plan.
GRANT OF OPTIONS
Under the Plan, incentive stock options qualifying under
Section 422 of the Code, may be granted to employees (including
officers and directors who are employees) of the Company and/or any
of its subsidiaries, and non-incentive stock options may be granted
to employees, officers and directors and such other persons
rendering services to the Company or any of its subsidiaries as the
Committee determines will assist the Company's business endeavors.
The Committee selects the optionees and determines (i) whether the
option is to be a non-incentive stock option or an incentive stock
option; (ii)<PAGE>
<PAGE>
the number of Common Shares purchasable under the option; (iii) the
exercise price, which cannot be less than 100% of the Fair Market
Value of the Common Shares on the date of grant (110% of the Fair
Market Value in the case of an incentive stock option granted to
any person who, at the time the incentive stock option is granted,
is a Ten Percent Shareholder); (iv) the time or times when the
option becomes exercisable; and (v) the term of the option, which
may not exceed ten (10) years from the date of grant (or five (5)
years for any incentive stock option granted to a Ten Percent
Shareholder). The Committee may, in its discretion (i) accelerate
the vesting of any option not yet vested; and (ii) extend the term
for exercise of any option, whether or not vested, but not beyond
ten (10) years (five (5) years for any option held by any Ten
Percent Shareholder) from the date of the grant.
EXERCISE OF OPTIONS
All options under the Plan are exercisable during the
optionee's lifetime only by the optionee and only while the
optionee is in the employ of or rendering services to the Company
or its subsidiaries, except where termination of such relationship
is due to death, disability or retirement at or after age 65. In
the event of termination due to death, disability or retirement at
or after age 65, options granted under the Plan are exercisable by
the optionee or the optionee's executor or administrator within
twelve (12) months from the date of such termination (to the extent
exercisable by the optionee on such date); provided, however, that
if, in the event of termination of employment due to retirement at
or after age 65, an incentive stock option is exercised later than
three (3) months after such termination of employment, such option
will thereafter be treated as a non-incentive stock option. In the
event an optionee is terminated for any reason other than death,
disability or retirement at or after age 65, all unexercised
options, whether or not vested, expire on the date of such
termination, unless the Committee has otherwise provided in the
stock option agreement.
No option under the Plan is transferable other than by will
or the laws of descent and distribution or, in the case of a non-incentive stock
option, pursuant to a qualified domestic relations
order (as defined by the Code or Title I of ERISA or the rules
thereunder).
<PAGE>
Options are exercisable by payment in cash to the Company,
or a check to its order, of the full purchase price for the Common
Shares to be purchased or, if the Committee has so provided in the
Stock Option Agreement, by payment of any form of legal
consideration acceptable to the Committee, including Common Shares
valued at their Fair Market Value on the date of delivery or a full
recourse promissory note payable to the Company or any combination
thereof. Options are not exercisable for fractional shares.
Prior to issuance of Common Shares upon exercise of an
option, the optionee must pay or make adequate provision,
satisfactory to the Company, for the payment of any federal, state,
local or foreign withholding obligations of the Company or any
parent, subsidiary or affiliate of the Company, if applicable. The
obligations of the Company under the Plan, including the obligation
to issue Common Shares upon the exercise of an option, shall be
conditional on such payment or provision, and the Company shall, to
the extent permitted by law, have the right to deduct any such
taxes from any payment of any kind otherwise due to the optionee or
to withhold an amount of Common Shares otherwise deliverable to the
optionee sufficient to pay such withholding obligations.
NO STOCKHOLDERS RIGHTS
No holder of an option and no beneficiary or other person
claiming under or through such holder will acquire any rights as a
stockholder of the Company by virtue of such holder having been
granted an option under the Plan. No holder of an option and no
beneficiary or other person claiming under or through such holder
will have any right, title or interest in or to any Common Shares
allocated or reserved under the Plan or subject to any option
except as to Common Shares, if any, that have been issued or
transferred to such holder. No adjustment will be made for
dividends or distributions or other rights for which the record
date is prior to the date of exercise of an option, except as may
be provided in the Stock Option Agreement.<PAGE>
<PAGE>
ADJUSTMENTS UPON CERTAIN EVENTS
The Plan contains customary anti-dilution provisions which
provide that in the event of any change in the Company's
outstanding capital stock, such as a stock dividend, stock split or
recapitalization, an adjustment shall be made, as determined by the
Committee in its sole discretion, in the aggregate number of Common
Shares available for issuance under the Plan, the number of Common
Shares available for any individual awards, and the number and
exercise price of Common Shares subject to outstanding options
under the Plan.
In addition, the Plan provides that, in the event of the
dissolution or liquidation of the Company or upon a reorganization,
merger or consolidation of the Company with one or more
corporations as a result of which the Company is not the surviving
corporation, or upon the sale of all or substantially all the
property of the Company or upon any other similar extraordinary
transaction, the Committee may determine that all options then
outstanding under the Plan will become fully vested and
exercisable. The Committee in its discretion may make provisions
for the assumption of outstanding options, or the substitution for
outstanding options of new incentive awards covering the stock of
a successor corporation or a parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and
prices so as to prevent dilution or enlargement of rights.
AMENDMENTS
The Board may, insofar as permitted by law, from time to
time, with respect to any Common Shares at the time not subject to
options, suspend or terminate the Plan or revise or amend the Plan
in any respect whatsoever. However, unless the Board specifically
otherwise provides, any revision or amendment that would cause the
Plan to fail to comply with Sections 422 or 162(m) of the Code or
any other requirement of applicable law or regulation if such
amendment were not approved by the shareholders of the Company
shall not be effective unless and until such approval is obtained.<PAGE>
<PAGE>
No amendment, suspension or termination of the Plan that
would adversely affect the right of any holder of an option with
respect to an option previously granted under the Plan will be
effective without the written consent of such holder of an option.
TERMINATION
No option shall be granted pursuant to the Plan on or after
July 13, 2003, but options theretofore granted may extend beyond
such date.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN
The following is a summary of certain federal income tax
aspects of awards made under the Plan, based upon the laws in
effect on the date hereof.
INCENTIVE STOCK OPTIONS
Generally, no taxable income is recognized by the optionee
upon the grant of an incentive stock option or upon the exercise of
an incentive stock option either during the period of his
employment with the Company or one of its subsidiaries (as defined
in Section 424(f) of the Code) or within the period ending three
(3) months (twelve (12) months, in the event of permanent and total
disability or death of the optionee) after termination. (In the
event of the optionee's termination of employment due to retirement
at or after age 65, an incentive stock option that is exercised
later than three months after such termination of employment will
be treated for tax purposes as a non-incentive stock option.)
However, the exercise of an incentive stock option may result in an
alternative minimum tax liability to an optionee since the excess
of the Fair Market Value of the optioned stock at the date of
exercise over the option price must be included in alternative
minimum taxable income.
If the optionee holds shares acquired upon the exercise of
an incentive stock option for at least two (2) years from the date
of grant of the option and for at least one<PAGE>
<PAGE>
(1) year from the date of exercise (the "ISO Holding Period"), any
gain on a subsequent sale of such shares will be considered as
long-term capital gain to the optionee and no deduction will be
allowed to the Company for federal income tax purposes. The gain
recognized upon the sale of the shares is equal to the excess of
the selling price of the shares over the exercise price. If the
optionee sells the shares acquired upon exercise of the incentive
stock option prior to expiration of the ISO Holding Period (a
"Disqualifying Disposition"), generally (a) the optionee will
recognize ordinary income in an amount equal to the lesser of (i)
the value of the shares on the date of exercise, less the option
price or (ii) the amount realized on the date of sale, less the
option price; and (b) if the selling price of the shares exceeds
the Fair Market Value on the date of exercise, the excess will be
taxable to the optionee as short-term or long-term capital gain
(depending on whether the shares were held for more than one (1)
year). Effective for sales after July 28, 1997, the Taxpayer
Relief Act of 1997 makes the optionee's long-term capital gain
taxable at a maximum federal income tax rate of 28% or 20%,
depending on whether the optionee held the shares acquired upon
exercise of the option for more than one year or more than 18
months, respectively. Prior to July 28, 1997, the optionee's long-term capital
gains are taxable at a maximum federal income tax rate
of (i) 20% for sales made between May 7, 1997 and July 28, 1997;
and (ii) 28% for sales made before May 7, 1997, in each case so
long as the optionee held the shares acquired upon exercise for
more than one year. Items of ordinary income continue to be
taxable to individuals at a maximum rate of 39.6%.
No deduction will be allowed to the Company with respect to
incentive stock options for federal income tax purposes, unless the
optionee sells the Common Shares in a Disqualifying Disposition.
In the case of a Disqualifying Disposition, the Company will,
subject to possible limitation imposed by Section 162(m) of the
Code (see discussion below), be entitled to deduct the amount of
ordinary income recognized by the optionee.
NON-INCENTIVE STOCK OPTIONS
In general, with respect to non-incentive stock options:
(i) no income is recognized by the optionee at the time the option
is granted; (ii) upon exercise of the option, the optionee
recognizes ordinary income in an amount equal to the difference
between the exercise price and the Fair Market Value of the shares
on the date of exercise;<PAGE>
<PAGE>
and (iii) at disposition of the shares, any appreciation after the
date of exercise is treated as long-term or short-term capital
gain, depending on whether the shares are held for more than one
(1) year by the optionee and, if long-term capital gain, will
generally be subject to tax at a maximum federal income tax rate of
20% or 28% for sales after July 28, 1997, depending on whether the
shares are held for more than 18 months or more than one (1) year,
respectively, as discussed above.
Generally, the Company will, subject to possible
limitations imposed by Section 162(m), be entitled to a tax
deduction equal to the amount of ordinary income recognized by the
optionee at the date of exercise, to the extent such income is
considered reasonable compensation. The amount of ordinary income
recognized by the optionee will be treated as compensation income
and will be subject to income tax withholding by the Company.
$1 MILLION LIMITATION ON DEDUCTIBLE COMPENSATION
Section 162(m) of the Code generally limits the Company's
deduction with respect to compensation paid to each of its "covered
employees" (generally defined as the chief executive officer and
four highest compensated officers of the corporation other than the
chief executive officer) to $1 million per year. Since an employer
is generally not entitled to a deduction in connection with an
incentive stock option, Section 162(m) should not affect the
Company's tax treatment with regard to incentive stock options,
except in the case of a Disqualifying Disposition. Moreover, the
deduction limit does not apply to certain "performance-based
compensation". The Company intends that stock options granted
under the Plan at an exercise price which is not less than Fair
Market Value will qualify as performance-based compensation and
will not be subject to the $1 million deduction limitation.
THE FOREGOING IS BASED UPON FEDERAL TAX LAWS AND
REGULATIONS AS PRESENTLY IN EFFECT AND DOES NOT PURPORT TO BE A
COMPLETE DESCRIPTION OF THE FEDERAL INCOME TAX ASPECTS OF THE PLAN.
ALSO, THE SPECIFIC STATE AND LOCAL TAX CONSEQUENCES TO EACH
OPTIONEE UNDER THE PLAN MAY VARY, DEPENDING UPON THE LAWS OF THE
VARIOUS STATES AND LOCALITIES AND THE INDIVIDUAL CIRCUMSTANCES OF
EACH OPTIONEE.<PAGE>
<PAGE>
OPTIONS TO BE GRANTED
The Company has not yet made any determination regarding
the grant of any additional options under the Plan.
RESALES OF COMMON SHARES
Subject to certain limitations which pertain to
"affiliates" of the Company, Common Shares purchased upon the
exercise of options granted under the Plan may generally be resold
from time to time without registration under the Securities Act in
reliance upon the exemption provided in Section 4(1) thereof even
though this Prospectus does not cover resales of Common Shares
purchased upon the exercise of options granted under the Plan.
Participants who are "affiliates" of the Company as defined in Rule
405 of the Securities Act, may resell Common Shares purchased upon
the exercise of options granted under the Plan only (i) in
accordance with the provisions of Rule 144 promulgated under the
Securities Act (exclusive of the two-year holding period) or some
other available exemption from registration under the Securities
Act; or (ii) pursuant to an effective registration statement filed
with the Commission under the Securities Act. An "affiliate"
usually will include shareholders owning more than ten percent
(10%) of the outstanding Common Shares, and executive officers and
directors of the Company. In order to insure compliance with
applicable securities laws, the Company may cause certificates
evidencing Common Shares purchased upon the exercise of options or
rights granted under the Plan to bear a legend regarding such
restrictions.
Under Section 16(b) of the Exchange Act, Insiders are
strictly liable to the Company for all profits realized from any
purchase and sale (or any sale and purchase) of any "equity
security" of the Company within a period of less than six (6)
months, irrespective of the intention on the part of such persons,
in entering into such transactions. The term "equity security" may
include rights to acquire Common Shares upon the exercise of
warrants or options or upon the conversion of convertible
securities, or otherwise. Accordingly, in determining ownership of
Common Shares, Insiders may be required to include Common Shares
issuable upon exercise of options or warrants or upon conversion of
convertible securities. Prior to the acquisition or disposition of
any "equity<PAGE>
<PAGE>
security" of the Company (including Common Shares to be acquired
pursuant to the exercise of any options under the Plan or resales
of such Common Shares), Insiders should consult with their
respective counsel.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company is subject to the informational requirements of
the Exchange Act, and in accordance therewith, files reports and
other information with the Commission. Incorporated herein by
reference are the following documents on file with the Commission:
(i) The Company's Annual Report on Form
10-K for the year ended December 31, 1996;
(ii) The Company's Quarterly Report on
Form 10-Q for each of the quarters
ended March 31, 1997, June 30, 1997
and September 30, 1997;
(iii) All other reports filed by the
Company with the Commission pursuant
to Sections 13(a) or 15(d) of the
Exchange Act since the end of the
fiscal year covered by the Annual
Report referred to above; and
(iv) The description of the Company's
Common Shares contained in the
Company's registration statement filed
with the Commission pursuant to
Section 12 of the Exchange Act and all
amendments or reports thereto filed
for the purpose of updating such
description.
In addition, all reports and other documents filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act subsequent to the date of this Prospectus 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 then remaining unsold, shall be deemed to be
incorporated in this Prospectus by reference and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document<PAGE>
<PAGE>
incorporated or deemed to be incorporated by reference herein shall
be deemed to be modified or superseded for purposes of this
Prospectus 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.
The Company hereby undertakes to provide without charge to
each person to whom a copy of this Prospectus has been delivered,
upon the written or oral request of any such person, a copy of any
or all of the documents that have been or may be incorporated by
reference into this Prospectus, other than exhibits to such
documents (unless such exhibits are specifically incorporated by
reference). The Company hereby further undertakes to deliver or
cause to be delivered to each Participant, who does not otherwise
receive such material, copies of all reports, proxy statements and
other communications distributed by the Company to its shareholders
generally no later than the time such materials are first sent to
its shareholders. Requests for such copies should be addressed to
John F. Mortell, Executive Vice President, Physician Computer
Network, Inc., 1200 The American Road, Morris Plains, New Jersey
07950. Telephone No.: (973) 490-3100.
LEGAL MATTERS
The validity of the issuance of the Common Shares offered
hereby and certain other legal matters have been passed upon by the
law firm Gordon Altman Butowsky Weitzen Shalov & Wein, 114 West
47th Street, New York, New York 10036.
EXPERTS
The consolidated financial statements and schedule of
Physician Computer Network, Inc. as of December 31, 1996 and 1995,
and for each of the years in the three-year period ended December
31, 1996, have been incorporated by reference herein and in the
registration statement in reliance upon the report of KPMG Peat
Marwick LLP, independent certified public accountants, incorporated
by reference herein and in the registration statement, and upon the
authority of said firm as experts in accounting and auditing.<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
Physician Computer Network, Inc., a New Jersey corporation
(the "Company"), is subject to the informational requirements of
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and, in accordance therewith, files periodic reports and
other information with the Securities and Exchange Commission (the
"Commission"). Incorporated herein by reference are the following
documents on file with the Commission:
(a) The Company's Annual Report on Form 10-K for the year
ended December 31, 1996;
(b) All other reports filed by the Company with the
Commission pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Annual Report
referred to above; and
(c) The description of the Company's Common Shares
contained in the Company's registration statement filed with the
Commission pursuant to Section 12 of the Exchange Act and all
amendments or reports thereto filed for the purpose of updating
such description.
All reports and other documents hereafter filed by the
Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold, shall
hereby be deemed to be incorporated in and to be a part of this
registration statement by reference from the date of filing of such
documents. Any statement contained herein or in a document or
report incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for all
purposes to the extent that a statement contained herein or<PAGE>
<PAGE>
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as 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.
Article SIXTH of the Company's Amended and Restated
Certificate of Incorporation and Article VIII of the Company's
Restated By-Laws provide that the Company shall, to the fullest
extent permitted by Section 14A:3-5 of the New Jersey Business
Corporation Act, as the same may be amended and supplemented,
indemnify any and all corporate agents whom it shall have the power
to indemnify under said section from and against any and all of the
expenses, liabilities, or other matters referred to in or covered
by said section, and the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those
indemnified may be entitled under any by-law, agreement, vote of
shareholders, or otherwise, and shall continue as to a person who
has ceased to be a corporate agent and shall inure to the benefit
of the heirs, executors, administrators, and personal
representatives of such corporate agent. The term "corporate agent"
as used therein shall have the meaning attributed to it by Sections
14A:3-5 and 14A:5-21 of the New Jersey Business Corporation Act and
by another applicable provision of law.
Article SIXTH of the Company's Amended and Restated
Certificate of Incorporation also provides that the personal
liability of the directors of the Company is eliminated to the
fullest extent permitted by subsection 14A:2-7 of the New Jersey<PAGE>
<PAGE>
Business Corporation Act, as the same may be amended and
supplemented. The Company presently maintains directors' and
officers' liability insurance coverage with an aggregate policy
limit of $1,000,000 for each policy year.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
Item 8. EXHIBITS.
Exhibit
No.
4.1 Registration Rights Agreement dated as of February 22, 1993
between the Company and Jeffry M. Picower. (Filed as
Exhibit 15 to Amendment No. 7 to Schedule 13D by Jeffry M.
Picower and incorporated herein by reference.)
4.2 Copy of Warrant Purchase Agreement between the Company and
Jeffry M. Picower, together with conformed copy of warrant
to purchase 350,000 Common Shares issued pursuant thereto.
(Filed as Exhibit 10.11 to the Company's Registration
Statement on Form S-1 (Reg. No. 33-42935) and incorporated
herein by reference.)
4.3 Copy of Amended and Restated Warrant Purchase Agreement
dated as of February 22, 1993 between the Company and
Jeffry M. Picower, together with copy of Amended and
Restated Warrant to purchase 350,000 shares issued pursuant
thereto. (Filed as Exhibit 3 to the Company's report on
Form 8-K dated March 8, 1993 and incorporated herein by
reference.)
4.4 Copy of Amended and Restated Warrant Purchase Agreement
dated as of February 22, 1993 between the Company and
Jeffry M. Picower, together with a copy of Amended and
Restated Warrant to purchase 633,462 Common Shares issued
pursuant thereto. (Filed as Exhibit 4 to the Company's
report on Form 8-K dated March 8, 1993 and incorporated
herein by reference.)<PAGE>
<PAGE>
4.5 Copy of Second Amended and Restated Warrant Purchase
Agreement dated as of February 22, 1993 between the Company
and Jeffry M. Picower, together with copy of Amended and
Restated Warrant to purchase 436,538 Common Shares issued
pursuant thereto. (Filed as Exhibit 5 to the Company's
report on Form 8-K dated March 8, 1993 and incorporated
herein by reference.)
4.6 Copy of Convertible Subordinated Note Purchase Agreement,
dated January 25, 1995, between Equifax Inc. and the
Company. (Filed as Exhibit 2 to the Company's report on
Form 8-K dated January 26, 1995 and incorporated herein by
reference.)
4.7 Form of Convertible Subordinated Promissory Note, dated
February 15, 1995. (Filed as Exhibit 1 to the Company's
report on Form 8-K dated February 28, 1995 and incorporated
herein by reference.)
4.8 Form of Promissory Note, dated April 24, 1995 from PMSI
Acquisition Corp. to Practice Management Systems, Inc. in
the amount of $2,000,000. (Filed as Exhibit 2 to the
Company's report on Form 8-K dated May 1, 1995 and
incorporated herein by reference.)
4.9 Copy of Common Stock Purchase Warrant, dated September 13,
1995. (Filed as Exhibit 3 to the Company's report on Form
8-K dated September 18, 1995 and incorporated herein by
reference.)
4.10 Copy of Promissory Note, dated October 27, 1995, from
VERSYSS Incorporated to VERSYSS Liquidating Trust in the
amount of $11,750,000. (Filed as Exhibit 1 to the
Company's report on Form 8-K dated November 8, 1995 and
incorporated herein by reference.)
*5 Opinion of Gordon Altman Butowsky Weitzen Shalov & Wein.
*23.1 Consent of Gordon Altman Butowsky Weitzen Shalov & Wein.
(Included in opinion filed as Exhibit 5.)
*23.2 Consent of KPMG Peat Marwick LLP.
________________________
* Filed herewith.<PAGE>
<PAGE>
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 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 purposes 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.
(4) That, for the 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 any 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.<PAGE>
<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 Morris Plains, State of New Jersey, on this 31st day of
December, 1997.
PHYSICIAN COMPUTER NETWORK, INC.
By: /s/ Henry Green
_____________________________
Henry Green
President and Director
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 dates indicated.
SIGNATURES TITLE DATE
_____________________ _____________________ _________________
/s/ Jeffry M. Picower Chairman of the Board December 31, 1997
_____________________
Jeffry M. Picower
/s/ Henry Green Director, President December 31, 1997
_____________________ and Chief Executive
Henry Green Officer
/s/ John F. Mortell Director, Executive December 31, 1997
_____________________ Vice President and
John F. Mortell Chief Operating Officer
/s/ Thomas F. Wraback Senior Vice President December 31, 1997
_____________________ and Chief Financial
Thomas F. Wraback Officer
/s/ Frederick Frank Director December 31, 1997
_____________________
Frederick Frank
/s/ Jerry Breger Director December 31, 1997
- ---------------------
Jerry Breger<PAGE>
<PAGE>
/s/ Richard B. Kelsky Director December 31, 1997
_____________________
Richard B. Kelsky
/s/ Frederic Greenberg Director December 31, 1997
_____________________
Frederic Greenberg
/s/ Russell J. Ricci, Director December 31, 1997
M.D.
_____________________
Russell J. Ricci,
M.D.<PAGE>
<PAGE>
EXHIBITS
TO
REGISTRATION STATEMENT
ON FORM S-8
OF
PHYSICIAN COMPUTER NETWORK, INC.
<PAGE>
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL PAGE
EXHIBIT NUMBER
_______ __________
<S> <C> <C>
5 Opinion of Gordon Altman Butowsky 29
Weitzen Shalov & Wein.
23.2 Consent of KPMG Peat Marwick LLP. 31
</TABLE>
<PAGE>
EXHIBIT 5
Gordon Altman Butowsky Weitzen Shalov & Wein
114 West 47th Street
New York, New York 10036
(212) 626-0800
December 31, 1997
Physician Computer Network, Inc.
1200 The American Road
Morris Plains, New Jersey 07950
Re: Physician Computer Network, Inc.
Registration Statement on Form S-8
__________________________________
Ladies and Gentlemen:
This opinion is being furnished in connection with the
filing by Physician Computer Network, Inc., a New Jersey
corporation (the "Corporation"), of a Registration Statement on
Form S-8 (the "Registration Statement") with the Securities and
Exchange Commission under the Securities Act of 1933, as amended
(the "Act"), relating to the issuance of up to 4,300,000 shares
of the Corporation's common stock, par value $.01 per share
("Common Shares"), issuable upon exercise of certain stock
options to purchase Common Shares.
In connection with this opinion, we have examined such
documents and made such other investigations as we have deemed
necessary or advisable for purposes of this opinion. In our
examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all
documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of
such copies.
Based upon and subject to the foregoing, it is our
opinion that (i) when the Registration Statement has become
effective under the Act and (ii) the Common Shares have been
issued in accordance with the terms of the instruments pursuant
to which the stock options were issued, the Common Shares will be
validly issued, fully paid and non-assessable.<PAGE>
<PAGE>
We are members of the Bar of the State of New York and
are not licensed or admitted to practice law in any other
jurisdiction, and we express no opinion with respect to the laws
of any jurisdiction other than New York, the federal law of the
United States of America and the New Jersey Business Corporation
Act.
We are furnishing this opinion to you solely in
connection with the Registration Statement. This opinion is
solely for your benefit and is not to be used, circulated, quoted
or otherwise referred to for any other purpose or relied upon by
any other person without our express written permission. This
opinion is based and relies on the current status of the law, and
is subject in all respects to, and may be limited by, further
rules, regulations and legislation, as well as developing case
law. We do not undertake to notify any person of changes in
facts or law occurring or coming to our attention after the
delivery of this opinion.
We hereby consent to the use of this opinion as an
exhibit to the Registration Statement and to the reference to our
firm in each prospectus which is a part thereof under the caption
"Legal Matters".
Very truly yours,
/s/ Gordon Altman Butowsky
Weitzen Shalov & Wein
<PAGE>
EXHIBIT 23.2
Consent of KPMG Peat Marwick LLP, Independent Accountants
The Board of Directors
Physician Computer Network, Inc.:
We consent to the use of our report dated February 18, 1997 on the
consolidated financial statements and related schedule of Physician
Computer Network, Inc. and subsidiaries as of December 31, 1996 and
1995, and for each of the years in the three-year period ended
December 31, 1996, which report appears in the December 31, 1996
Annual Report on Form 10-K of Physician Computer Network, Inc.,
incorporated herein by reference and to the reference to our firm
under the heading "Experts" in the Prospectus.
/s/ KPMG Peat Marwick LLP
Short Hills, New Jersey
December 30, 1997
