<PAGE> 1
As filed with the Securities and Exchange Commission on July 8, 1996
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
-------------------
A.D.A.M. SOFTWARE, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 58-1878070
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1600 RIVEREDGE PARKWAY
SUITE 800
ATLANTA, GEORGIA 30328
(Address, including zip code, of registrant's principal executive offices)
A.D.A.M. SOFTWARE, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of plan)
ROBERT S. CRAMER, JR.
CHAIRMAN AND CO-FOUNDER
A.D.A.M. SOFTWARE, INC.
1600 RIVEREDGE PARKWAY, SUITE 800
ATLANTA, GEORGIA 30328
(Name and address of agent for service)
(770) 980-0888
(Telephone number, including area code, of agent for service)
COPIES TO:
WILLIAM G. ROCHE
KING & SPALDING
191 PEACHTREE STREET
ATLANTA, GEORGIA 30303-1763
(404) 572-4600
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================
Proposed Proposed
Title of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price Fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share 1,400,000 shares $3.75(1) $5,250,000(1) $1,810.35
- -------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of computing the registration fee
pursuant to Rule 457(h) on the basis of the average of the high and low
sales prices per share of Common Stock of A.D.A.M. Software, Inc. as
reported on the Nasdaq Stock Market's National Market on July 2, 1996.
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by A.D.A.M. Software,
Inc. (the "Company") with the Securities and Exchange Commission and are hereby
incorporated by reference into this Registration Statement as of their
respective dates:
(a) Annual Report on Form 10-K for the year ended March 31, 1996;
and
(b) the description of the Common Stock of the Company included in
the Company's Registration Statement on Form 8-A, dated October
11, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") subsequent to the date of this Registration Statement and prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered hereunder have been sold or that
deregisters all such securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of the filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Inapplicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of Common Stock covered by this Registration
Statement has been passed upon for the Company by King & Spalding, Atlanta,
Georgia.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Georgia Business Corporation Code permits a corporation to eliminate
or limit the personal liability of a director to the corporation or its
shareholders for monetary damages for breach of duty of care or other duty as a
director, provided that no provision shall eliminate or limit the liability of
a director: (A) for any appropriation, in violation of his duties, of any
business opportunity of the corporation; (B) for acts or omissions which
involve intentional misconduct or a knowing violation of law; (C) for unlawful
corporate distributions; or (D) for any transaction from which the director
received an improper personal benefit. This provision pertains only to
breaches of duty by directors in their capacity as directors (and not in any
other corporate capacity, such as officers) and limits liability only for
breaches of fiduciary duties under Georgia corporate law (and not for violation
of other laws, such as the federal securities laws). The Company's Amended and
Restated Articles of Incorporation (the "Restated Articles") exonerate the
Company's directors from monetary liability to the extent permitted by this
statutory provision.
<PAGE> 3
The Company's Restated Articles and Amended and Restated Bylaws (the
"Restated Bylaws") also provide that the Company shall indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (including any action by or in the right of the
Company), by reason of the fact that such person is or was a director or
officer of the Company, or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, against expenses (including reasonable attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding, if
such person acted in good faith and in a manner such person reasonably believed
to be in or not opposed to the best interests of the Company (and with respect
to any criminal action or proceeding, if such person had no reasonable cause to
believe such person's conduct was unlawful), to the maximum extent permitted
by, and in the manner provided by, the Georgia Business Corporation Code. In
addition, the Restated Bylaws provide that the Company will advance to its
directors or officers reasonable expenses of any such proceeding.
Notwithstanding any provisions of the Company's Restated Articles and
Amended Bylaws to the contrary, the Georgia Business Corporation Code provides
that the Company shall not indemnify a director or officer for any liability
incurred in a proceeding in which the director is adjudged liable to the
Company or is subjected to injunctive relief in favor of the Company: (1) for
any appropriation, in violation of his duties, of any business opportunity of
the Company; (2) for acts or omissions which involve intentional misconduct or
a knowing violation of law; (3) for unlawful corporate distributions; or (4)
for any transaction from which the director or officer received an improper
personal benefit.
The Company has purchased insurance with respect to, among other things,
any liabilities that may accrue under the statutory provisions referred to
above.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Inapplicable.
ITEM 8. EXHIBITS
4.1 -- Amended and Restated Articles of Incorporation of the
Company (incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1 (File No.
33-96864))
4.2 -- Amended and Restated Bylaws of the Company (incorporated by
reference to Exhibit 3.2 of the Company's Registration
Statement on Form S-1 (File No. 33-96864))
5.1 -- Opinion of King & Spalding regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding (included as part of Exhibit
5.1)
-2-
<PAGE> 4
23.2 -- Consent of Price Waterhouse LLP
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, as amended (the
"Securities Act");
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a
fundamental change in the information set forth in the
Registration Statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed with or furnished to the Securities and
Exchange Commission (the "Commission") by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in the registration statement.
(2) That for purposes 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 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, each filing of
the Registrant's annual report pursuant to Section 13(a) or 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the
Exchange Act) that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement
relating to the securities offered
-3-
<PAGE> 5
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 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 Commission such indemnification is against public
policy as expressed in the Securities 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
Securities Act and will be governed by the final adjudication of
such issue.
EXPERTS
The financial statements incorporated in this Registration Statement by
reference to the Annual Report on Form 10-K for the year ended March 31, 1996
have been so incorporated in reliance on the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
-4-
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 the 8th day of July,
1996.
A.D.A.M. SOFTWARE, INC.
By: Robert S. Cramer, Jr.
-------------------------------
Robert S. Cramer, Jr.
Chairman of the Board, Co-Founder
and Director
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Curtis A. Cain, Robert S. Cramer, Jr. and Robert
A. DiProva and each of them, his true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution for such person and in his
name, place and stead, in any and all capacities, to sign any and all
amendments 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, and each of them, 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 and 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, and any of them, or their substitutes, may lawfully do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities indicated
as of the 8th day of July, 1996.
-5-
<PAGE> 7
Signature Title
--------- -----
Chairman of the Board,
Robert S. Cramer, Jr. Co-Founder and a Director
- ----------------------------
Robert S. Cramer, Jr.
Chief Executive Officer
Curtis A. Cain (Principal Executive Officer)
- ----------------------------
Curtis A. Cain
President, Co-Founder, Vice President
Gregory A. Swayne of Production and Director
- ----------------------------
Gregory M. Swayne
Chief Financial Officer and Vice
President of Administration
Robert A. DiProva (Principal Financial Officer)
- ----------------------------
Robert A. DiProva
John W. McClaugherty Director
- ----------------------------
John W. McClaugherty
Sally D. Elliott Director
- ----------------------------
Sally D. Elliott
Director
- ----------------------------
Dr. Anthony J. Gatti
Holcombe T. Green, Jr. Director
- ----------------------------
Holcombe T. Green, Jr.
J. Larry Jones Director
- ----------------------------
J. Larry Jones
C. Everett Koop Director
- ----------------------------
Dr. C. Everett Koop
-6-
<PAGE> 8
EXHIBIT INDEX
<TABLE>
Exhibit Sequentially
No. Exhibit Numbered Page
- ------- ------- -------------
<S> <C> <C>
4.1 -- Amended and Restated Articles of
Incorporation of the Company
(incorporated by reference to
Exhibit 3.1 to the Company's
Registration Statement on Form
S-1 (File No. 33-96864))
4.2 -- Amended and Restated Bylaws of
the Company (incorporated by
reference to Exhibit 3.2 of
the Company's Registration
Statement on Form S-1 (File
No. 33-96864))
5.1 -- Opinion of King & Spalding
regarding the validity of the
securities being registered
23.1 -- Consent of King & Spalding
(included as part of Exhibit
5.1)
23.2 -- Consent of Price Waterhouse LLP
</TABLE>
-7-
<PAGE> 1
EXHIBIT 5.1
July 8, 1996
A.D.A.M. Software, Inc.
1600 RiverEdge Parkway
Suite 800
Atlanta, Georgia 30328
Re: A.D.A.M. Software, Inc. -- Registration Statement on
Form S-8 relating to 1,400,000 shares of Common Stock
Ladies and Gentlemen:
We have acted as counsel for A.D.A.M. Software, Inc., a Georgia
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") filed with
the Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the registration of 1,400,000 shares of the Company's
Common Stock, par value $.01 per share (the "Shares") issuable by the Company
pursuant to the A.D.A.M. Software, Inc. Amended and Restated 1992 Stock Option
Plan (the "Option Plan").
In connection with this opinion, we have examined and relied upon such
records, documents, certificates and other instruments as in our judgment are
necessary or appropriate to form the basis for the opinions hereinafter set
forth. In all such examinations, we have assumed the genuineness of signatures
on original documents and the conformity to such original documents of all
copies submitted to us as certified, conformed or photographic copies, and as
to certificates of public officials, we have assumed the same to have been
properly given and to be accurate. As to matters of fact material to this
opinion, we have relied upon statements and representations of representatives
of the Company and of public officials.
The opinions expressed herein are limited in all respects to the federal
laws of the United States of America and the laws of the State of Georgia, and
no opinion is expressed with respect to the laws of any other jurisdiction or
any effect which such laws may have on the opinions expressed herein. This
opinion is limited to the matters stated herein, and no opinion is implied or
may be inferred beyond the matters expressly stated herein.
-8-
<PAGE> 2
A.D.A.M. Software, Inc.
July 8, 1996
Page 2
- -------------------------
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Shares are duly authorized.
(ii) Upon the issuance of the Shares against payment therefor as
provided in the Option Plan, the Shares will be validly issued, fully paid and
nonassessable.
This opinion is given as of the date hereof, and we assume no obligation
to advise you after the date hereof of facts or circumstances that come to our
attention or changes in law that occur which could affect the opinions
contained herein. This letter is being rendered solely for the benefit of the
Company in connection with the matters addressed herein. This opinion may not
be furnished to or relied upon by any person or entity for any purpose without
our prior written consent.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to us under the caption "Legal
Matters" in the Prospectus that is related to the Registration Statement.
Very truly yours,
KING & SPALDING
-9-
<PAGE> 1
EXHIBIT 23.2
CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 10, 1996, appearing on page
F-1 of A.D.A.M. Software, Inc.'s Annual Report on Form 10-K for the year ended
March 31, 1996. We also consent to the reference to us under the heading
"Experts" in this Registration Statement.
PRICE WATERHOUSE LLP
July 8, 1996
Atlanta, Georgia
-10-
