<PAGE>
As filed with the Securities and Exchange Commission on July 31, 1995
REGISTRATION NO. 33-60561
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933/*/
VALUE HEALTH, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 7839 06-1194838
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
22 WATERVILLE ROAD
AVON, CONNECTICUT 06001
(203) 678-3400
(Address, including zip code, and telephone number, including area code,
of the registrant's principal executive offices)
PAUL M. FINIGAN, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
22 WATERVILLE ROAD
AVON, CONNECTICUT 06001
(203) 678-3418
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
With a copy to:
SEAN P. GRIFFITHS, ESQ.
GIBSON, DUNN & CRUTCHER
200 PARK AVENUE
NEW YORK, NEW YORK 10166
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: PROMPTLY
AFTER THE FILING OF THIS POST-EFFECTIVE AMENDMENT.
/*/ Filed as a Post-Effective Amendment on Form S-8 to such Form S-4
Registration Statement pursuant to the procedure described herein. See
"INTRODUCTORY STATEMENT."
<PAGE>
INTRODUCTORY STATEMENT
Value Health, Inc. ("Value Health" or "Registrant") hereby amends its
Registration Statement on Form S-4 (No. 33-60561) (the "Form S-4"), by filing
this Post-Effective Amendment No. 1 on Form S-8 (the "Post-Effective
Amendment") relating to the sale of up to 1,319,184 shares of the common
stock, without par value, of Value Health ("VH Common Stock") issuable upon
the exercise of (i) stock options granted or reserved for granting under the
1983 Non-qualified and Incentive Stock Option Plan and 1991 Stock Option Plan
(collectively, the "Plans") of Diagnostek, Inc. ("Diagnostek"), (ii) stock
options granted or reserved for granting pursuant to Diagnostek option
agreements outside of the Plans and (iii) warrants issued pursuant to
Diagnostek warrant agreements (collectively, the "Outstanding Options").
On July 28, 1995 (the "Effective Date"), VHI Merger-Sub. Corp., a Delaware
corporation and wholly owned subsidiary of Value Health, was merged with and
into Diagnostek, a Delaware corporation. As a result of such merger (the
"Merger"), Diagnostek has become a wholly owned subsidiary of Value Health
and each outstanding share (other than shares owned by Value Health or any
direct or indirect wholly owned subsidiary of Value Health or Diagnostek) of
common stock, par value $.01 per share, of Diagnostek ("Diagnostek Common
Stock"), has been converted into 0.4975 shares of VH Common Stock (the
"Exchange Ratio"). Pursuant to the Merger, to the extent permitted under
applicable law and the applicable agreements and Plans, each of the
Outstanding Options has been converted without any action on the part of the
holder thereof into an option to purchase shares of VH Common Stock as of the
Effective Date. The number of shares of VH Common Stock that the holder of
an assumed Outstanding Option will be entitled to receive upon the exercise
of such option will be a number of whole and fractional shares determined by
multiplying the number of shares of Diagnostek Common Stock subject to such
option, determined immediately before the Effective Date by the Exchange
Ratio. The exercise price of each share of VH Common Stock subject to an
Outstanding Option will be the amount (rounded up to the nearest whole cent)
obtained by dividing the exercise price per share of Diagnostek Common Stock
at which such option is exercisable immediately before the Effective Date by
the Exchange Ratio. Other than as set forth in the Outstanding Options, the
assumption and substitution of options as provided in the Merger Agreement
will not give the holders of such options additional benefits or additional
vesting rights which they did not have immediately prior to the effective
date of the Merger or relieve the holders of any obligations or restrictions
applicable to their options or the shares obtainable upon exercise of the
options. Only whole shares of VH Common Stock will be issued upon exercise
of any Outstanding Option, and in lieu of receiving any fractional share of
VH Common Stock, the holder of such option will receive in cash the fair
market value of the fractional share, net of the applicable exercise price of
the fractional share and applicable withholding taxes.
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PART II
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
-----------------------------------------------
The following documents, which have been filed by Value Health or its
subsidiaries with the Securities and Exchange Commission ("SEC"), are hereby
incorporated herein by reference:
1. Value Health's Annual Report on Form 10-K for the year ended December
31, 1994;
2. The descriptions of VH Common Stock set forth in Value Health's
Registration Statements pursuant to Section 12 of the Exchange Act, and any
amendment or report filed for the purpose of updating any such description;
3. Value Health's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1995;
4. Value Health's Current Reports on Form 8-K filed April 10, 1995 and
June 8, 1995;
5. Diagnostek's Annual Report on Form 10-K for the year ended March 31,
1995; and
6. Diagnostek's Current Reports on Form 8-K filed April 3, 1995 and June
8, 1995.
In addition, all documents and reports filed by Value Health pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as
amended after the date hereof and prior to the filing of a post-effective
amendment hereto which indicates that all securities offered hereby have been
sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference herein and to be a part hereof from
the respective dates of filing of such documents or reports. All information
appearing in this registration statement or in any document incorporated
herein by reference is not necessarily complete and is qualified in its
entirety by the information and financial statements (including notes
thereto) appearing in the documents incorporated herein by reference and
should be read together with such information and documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in
any subsequently filed document which also is or is deemed to be incorporated
by reference herein) modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed to constitute a part
hereof, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
II-1
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ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS.
-----------------------------------------
Value Health is a Delaware corporation. Section 145 ("Section 145") of
the Delaware General Corporation Law ("DGCL") provides a Delaware corporation
with broad powers to indemnify its officers and directors in certain
circumstances.
Additionally, Section 102(b)(7) of the DGCL permits a Delaware
corporation to include a provision in its certificate of incorporation
eliminating or limiting the personal liability of a director to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provision shall not eliminate or limit
the liability of a director (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders, (ii) for acts or omissions
not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal benefit.
As permitted by Section 102(b)(7) of the DGCL, Article Sixth of Value
Health's Amended and Restated Certificate of Incorporation ("Article Sixth")
provides that:
Each person who is or was or had agreed to become a director,
officer, employee or agent of the corporation, or who is or was
serving or who had agreed to serve at the request of the
corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
(including the heirs, executors, administrators or estate of such
person), shall be indemnified by the corporation to the full extent
permitted by the General Corporation Law of the State of Delaware
or any other applicable laws as presently or hereafter in effect.
Without limiting the generality or the effect of the foregoing, the
corporation may enter into one or more agreements with any person
which provide for indemnification greater or different than that
provided in this Article Sixth. Any repeal or modification of this
Article Sixth shall not adversely affect any right or protection
existing hereunder immediately prior to such repeal or
modification.
Article V of Value Health's Amended and Restated Bylaws ("Article V")
provides that:
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<PAGE>
Section 1. Actions other than by or in the Right of the
Corporation. The corporation 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 criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses
(including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation, and, with respect to any
criminal action or proceedings, had no reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any
criminal action or proceeding, had reasonable cause to believe that
his conduct was unlawful.
Section 2. Actions by or in the Right of the Corporation. The
corporation 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 or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust of other enterprise against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection with the defense or settlement of such action or suit
if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation and
except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been
adjudged to be liable unless and only to the extent that the Court
of Chancery of the State of Delaware or the court in which such
action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses which the Court of Chancery
of the State of Delaware or such other court shall deem proper.
Section 3. Success on the Merits. To the extent that any person
described in Section 1 or 2 of this Article V has been successful
on the merits or otherwise in defense of any action, suit or
proceeding referred to in said Sections, or in defense of any
claim, issue or matter therein, he shall be indemnified against
expenses (including attorney's fees) actually and reasonably
incurred by him in connection therewith.
Section 4. Specific Authorization. If a claim under Section 1
or 2 of this Article V is not paid in full by the corporation
within thirty days after a written claim has been received by the
corporation, the claimant may at any time thereafter bring suit
against the corporation to recover the unpaid amount
II-3
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of the claim and, if successful in whole or in part, the claimant
shall be entitled to be paid also the expense of prosecuting such
claim. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in
defending any proceeding in advance of its final disposition where
the required undertaking, if any is required, has been tendered to
the corporation) that the claimant has not met the standards of
conduct which make it permissible under the General Corporation Law
of the State of Delaware for the corporation to indemnify the
claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the
corporation (including its Board of Directors, independent legal
counsel or stockholders) to have made a determination prior to the
commencement of such action that indemnification of the claimant is
proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the General Corporation
Law of the State of Delaware, nor an actual determination by the
corporation (including its Board of Directors, independent legal
counsel or stockholders) that the claimant has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant has not met the applicable
standard of conduct. Following any "change in control" of the
corporation of the type required to be reported under Item 1 of
Form 8-K promulgated under the Exchange Act, any determination as
to entitlement to indemnification, with respect to any claim
relating in whole or in part to any period prior to the change in
control and with respect to any claim relating in whole or in part
to the change in control or any transaction or other matters in
connection therewith, shall be made by independent legal counsel
selected by those members of the Board of Directors who were
directors immediately prior to such change in control, or if there
exists no such directors, by the claimant, which such independent
legal counsel shall be retained by the Board of Directors on behalf
of the corporation.
Section 5. Advance Payment. Expenses incurred in defending a
civil or criminal action, suit or proceeding may be paid by the
corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of any person described in said Section to repay such amount if it
shall ultimately be determined that he is not entitled to
indemnification by the corporation as authorized in this Article V.
Section 6. Non-Exclusivity. The indemnification and advancement
of expenses provided by, or granted pursuant to, the other Sections
of this Article V shall not be deemed exclusive of any other rights
to which those provided indemnification or advancement of expenses
may be entitled under any by-law, agreement, vote of stockholders
or disinterested directors' or otherwise, both as to action in his
official capacity and as to action in another capacity while
holding such office.
Section 7. Insurance. The board of directors may authorize, by
a vote of the majority of the full board, the corporation to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out
II-4
<PAGE>
of his status as such, whether or not the corporation would have
the power to indemnify him against such liability under the
provisions of this Article V.
Section 8. Continuation of Indemnification and Advancement of
Expenses. The indemnification and advancement of expenses provided
by, or granted pursuant to, this Article V shall continue as to a
person who has ceased to be a director, officer, employee or agent
and shall inure to the benefit of the heirs, executors and
administrators of such a person.
Section 9. Severability. If any word, clause of provision or
this Article V or any award made hereunder shall for any reason be
determined to be invalid, the provisions hereof shall not otherwise
be affected thereby but shall remain in full force and effect.
Section 10. Intent of Article. The intent of this Article V is
to provide for indemnification and advancement of expenses to the
fullest extent permitted by Section 145 of the General Corporation
Law of Delaware. To the extent that such Section or any successor
section may be amended or supplemented from time to time, this
Article V shall be amended automatically and construed so as to
permit indemnification and advancement of expenses to the fullest
extent from time to time permitted by law.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Reference is made to the Exhibit Index that immediately precedes the
exhibits filed with this Post-Effective Amendment No. 1 to the Registration
Statement.
ITEM 9. UNDERTAKINGS.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933, 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;
(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;
II-5
<PAGE>
provided, however, that the undertakings set forth in paragraphs (i) and (ii)
above do not apply if the information required to be included in a post-
effective amendment by those paragraphs is contained in periodic reports
filed by the registrant pursuant to section 13 or section 15(d) of the
Exchange Act that are incorporated by reference in this 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 therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public
policy as expressed in the Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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<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 Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement on Form
S-4 (Registration No. 33-60561) to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Avon, State of
Connecticut, on the 28th day of July, 1995.
VALUE HEALTH, INC.
By /s/ David M. Wurzer
------------------------------------
David M. Wurzer
Vice President, Treasurer and Chief
Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 on Form S-8 to the Registration Statement on
Form S-4 (Registration No. 33-60561) has been signed by the following persons
in the capacities indicated on July 28, 1995.
SIGNATURE TITLE
- --------- -----
* Chairman of the Board, Chief
- -------------------------------------- Executive Officer and Director
Robert E. Patricelli (Principal Executive Officer)
* President, Chief Operating Officer
- -------------------------------------- and Director
William J. McBride
* Executive Vice President and Director
- --------------------------------------
Steven J. Shulman
* Director
- --------------------------------------
David J. McDonnell, D.S.W.
II-7
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* Director
- --------------------------------------
Walter J. McNerney
* Director
- --------------------------------------
Rodman W. Moorhead, III
* Director
- --------------------------------------
Constance B. Newman
* Director
- --------------------------------------
John L. Vogelstein
/s/ David M. Wurzer Vice President, Treasurer and Chief
- -------------------------------------- Financial Officer (Principal
David M. Wurzer Financial and Accounting Officer)
* Director
- --------------------------------------
Hicks B. Waldron
* By: /s/ David M. Wurzer
David M. Wurzer
Attorney-in-Fact
II-8
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
- ------- -----------
*5 Opinion of Gibson, Dunn & Crutcher as to the validity of
securities being offered.
*23(a) Consent of Gibson, Dunn & Crutcher (included in Exhibit 5*)
23(b) Consent of Coopers & Lybrand L.L.P.
23(c) Consent of Deloitte & Touche LLP
23(d) Consent of Price Waterhouse LLP
23(e) Consent of KPMG Peat Marwick LLP
/*/24 Powers of Attorney
- -----------------
/*/Previously filed
<PAGE>
EXHIBIT 23(b)
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Post-Effective
Amendment No. 1 on Form S-8 to the Registration Statement on Form S-4 (File No.
33-60561) of our reports dated February 22, 1995, on our audits of the financial
statements and financial statement schedule of Value Health, Inc. and
Subsidiaries.
COOPERS & LYBRAND L.L.P.
Hartford, Connecticut
July 28, 1995
<PAGE>
EXHIBIT 23(c)
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Post-Effective Amendment
No. 1 on Form S-8 to the Registration Statement of Value Health, Inc. on Form S-
4 of our report on Preferred Health Care Ltd. dated February 24, 1994, filed as
an exhibit to the Annual Report on Form 10-K of Value Health, Inc. for the year
ended December 31, 1994.
DELOITTE & TOUCHE LLP
Stamford, Connecticut
July 27, 1995
<PAGE>
EXHIBIT 23(d)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Post-
Effective Amendment No. 1 on Form S-8 to the Registration Statement of Value
Health, Inc. on Form S-4 of our report on Rx Net, Inc. dated March 19, 1993,
filed as an exhibit to the Annual Report on Form 10-K of Value Health, Inc. for
the year ended December 31, 1994.
PRICE WATERHOUSE LLP
St. Louis, MO
July 28, 1995
<PAGE>
EXHIBIT 23(e)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Diagnostek, Inc.:
We consent to incorporation by reference in Post-Effective Amendment No. 1 on
Form S-8 to the registration statement on Form S-4 of Value Health, Inc. of our
reports dated June 5, 1995, relating to the consolidated statement of financial
position of Diagnostek, Inc. and subsidiaries as of March 31, 1995 and 1994, and
the related Consolidated Statements of Earnings, Cash Flows and Changes in
Stockholders' Equity for each of the years in the three-year period ended March
31, 1995, and related schedule, which reports appear in the March 31, 1995
annual report on Form 10-K of Diagnostek, Inc.
Our report dated June 5, 1995, contains an explanatory paragraph that states the
Company is a defendant in shareholder litigation alleging disclosure violations,
the ultimate outcome of which cannot presently be determined. The consolidated
financial statements do not include any adjustments that might result from the
outcome of that uncertainty.
KPMG Peat Marwick LLP
Albuquerque, New Mexico
July 28, 1995
