SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of Registrant as specified in its charter)
New York 11-2209324
(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization)
1121 Old Walt Whitman Road, Melville, New York 11747-3005
(Address of Principal Executive Offices) (Zip Code)
Stock Option Plan of 1982
Equity Incentive Plan
Stock Option Plan for Non-Employee Directors
(Full title of the plan)
Les N. Dace
President, Treasurer and Chief Financial Officer
Mediware Information Systems, Inc.
1121 Old Walt Whitman Road
Melville, New York 11747-3005
(Name and address of agent for service)
(516) 423-7800
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------
Title of Amount to Be Proposed Proposed Amount of
Securities Registered(1) Maximum Maximum Registration
To Be Registered Offering Price Aggregate Fee(1)
Per Share(1) Offering
Price(1)
- --------------------------------------------------------------------------------
Common
Stock, Par
Value $.10
Per Share 1,200,000(2) $3.625 $4,350,000 $1,500
- --------------------------------------------------------------------------------
(1) Calculated under Rule 457(h) with respect to the estimated maximum
number of registrant's securities issuable under the Plans and a price
per share of $3.625, the average of the high and low prices on the
NASDAQ Over-the-Counter Market on July 1, 1996.
(2) Subject to adjustment to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 3. Incorporation of Documents by Reference
_______________________________________
The following documents filed by Mediware Information Services, Inc.
("Company") with the Securities and Exchange Commission ("Commission") pursuant
to the Securities Exchange Act of 1934 ("Exchange Act") are hereby incorporated
by reference in this Registration Statement:
1. The Company's Annual Report on Form 10-KSB for the year ended
June 30, 1995.
2. The Company's Quarterly Reports on Form 10-QSB for the fiscal
quarters ended September 30, 1995, and December 31, 1995, and
March 31, 1996, and the Company's Quarterly Report on Form
10-QSB/A for the fiscal quarter ended March 31, 1996.
3. The Company's Current Report on Form 8-K filed on
July 1, 1996.
4. The description of the Company's Common Stock contained in its
registration statement filed under the Exchange Act as updated
by the Company's Annual Report on Form 10-KSB and Plan
Information Document. See Item 4.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act, after the date of this Registration Statement
and prior to the filing of a post-effective amendment which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing of such
documents.
The Company will provide without charge to each person to whom a copy
of the material describing the Plans is delivered, upon written or oral request,
a copy of each document incorporated by reference in this Item 3 of Part II of
the Registration Statement (not including the exhibits to such documents, unless
such exhibits are specifically incorporated by reference in such documents).
Such documents are incorporated by reference in the documents comprising the
prospectus. The Company will also provide without charge, upon written or oral
request, copies of other documents required to be delivered to participating
employees pursuant to Rule 428(b) under the Securities Act of 1933. Requests for
such copies should be directed to Mediware Information Services, Inc. Stock
Option Plan of 1992, Mediware Information Services, Inc. Equity Incentive Plan
or Mediware Information Services, Inc. Stock Option Plan for Non-Employee
Directors, as the case may be, at Mediware Information Services, Inc., 1121 Old
Walt Whitman Road, Melville, New York 11747-3005, telephone:
(516) 423-7800.
<PAGE>
Item 4. Description of Securities
_________________________
The Company's Common Stock is registered under Section 12 of the
Exchange Act.
Item 5. Interests of Named Experts and Counsel
______________________________________
Jonathan H. Churchill, a Director of the Company, is of counsel with
Winthrop, Stimsom, Putnam & Roberts, counsel for the Company. Mr. Churchill
holds 17,024 shares and options to purchase 7,363 shares of Common Stock of the
Company.
Item 6. Indemnification of Directors and Officers
_________________________________________
Article X of the Company's by-laws as amended provides that the Company
will indemnify to the fullest extent permitted by the New York Business
Corporation Law (the "NYBCL") any officer or Director of the Company. Article X
of the Company's by-laws further requires the advancement of expenses and
permits the maintenance of insurance in connection with claims for
indemnification by officers and Directors. Other provisions of Article X contain
procedures to be followed by Directors and officers claiming indemnification and
by the Company's representatives in determining an indemnitee's entitlement. The
indemnification of officers and Directors under Article X of the Company's
by-laws is intended to be as extensive as is permitted under applicable law. No
statute, charter provisions, by-laws, contract or other arrangements that
insures or indemnifies a Director or officer of the Company affects his or her
liability in such capacity.
Item 7. Exemption from Registration Claimed
___________________________________
No restricted securities will be reoffered or resold pursuant to the
Registration Statement.
Item 8. Exhibits
________
Exhibit No. Description
___________ ___________
4 Restated Certificate of Incorporation of the Company.
5 Opinion of Winthrop, Stimson, Putnam & Roberts.
15 Not Applicable.
23 Consent of Richard A. Eisner & Company, LLP.
24 Powers of attorney.
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28 Not applicable.
99 Not applicable.
Item 9. Undertakings
____________
(a) The undersigned registrant will:
(1) File, during any period in which it offers or sells
securities, a post- effective amendment to this registration statement to;
(i) Include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) Reflect in the prospectus any facts or events which,
individually or together, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any deviation
from the low or high end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the Commission pursuant to Rule
424(b) if, in the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration statement;
and
(iii) Include any additional or changed material information
on the plan of distribution.
(2) For determining liability under the Securities Act of 1933,
treat each post-effective amendment as a new registration statement of the
securities offered, and the offering of such securities at that time to be the
initial bona fide offering.
(3) File a post-effective amendment to remove from registration
any of the securities that remain unsold at the end of the offering.
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<PAGE>
SIGNATURES
The Registrant. 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 New York, and State of New York, on
the 3rd day of July, 1996.
MEDIWARE INFORMATION SYSTEMS, INC.
By/s/ Lawrence Auriana
_________________________________
Lawrence Auriana
Chairman of the Board
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
_________ _____ ____
President, CFO &CEO
(Principal Executive
Les Dace* Officer/Director) July 3, 1996
________________________
(Les Dace)
/s/ Lawrence Auriana Chairman of the Board, Treasurer July 3, 1996
________________________ and Director
(Lawrence Auriana)
Jonathan Churchill* Director July 3, 1996
________________________
(Jonathan H. Churchill)
Roger Clark* Director July 3, 1996
________________________
(Roger Clark)
Joseph Delario*
________________________ Director July 3, 1996
(Joseph Delario)
John Frieberg* Director July 3, 1996
________________________
(John C. Frieberg)
________________________ Director
(Walter Kowsh, Jr.)
________________________ Director
(Hans Utsch)
Clinton Weiman* Director July 3, 1996
________________________
Clinton Weiman)
* By /s/ Lawrence Auriana
_________________________
Lawrence Auriana,
Attorney-in-Fact
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<PAGE>
EXHIBIT INDEX
Exhibit No. Description
__________ ___________
4 Restated Certificate of Incorporation of
the Company.
5 Opinion of Winthrop, Stimson, Putnam
& Roberts
23 Consent of Richard A. Eisner &
Company, LLP
24 Powers of Attorney
II-6
<PAGE>
EXHIBIT 4
RESTATED CERTIFICATE OF INCORPORATION
OF
MEDIWARE INFORMATION SYSTEMS, INC.
Under Section 807 of the Business Corporation Law
The undersigned, being the President and the Secretary,
respectively, of Mediware Information Systems, Inc. (the "Corporation"), in
order to restate the Certificate of Incorporation of the Corporation in its
entirety, hereby certify as follows:
FIRST: The name of the Corporation is Mediware Information
Systems, Inc. The name under which the Corporation was formed was Binary
Systems, Inc.
SECOND: The Corporation's original Certificate of
Incorporation was filed by the Department of State of the State of New York on
January 22, 1970.
THIRD: The text of the Certificate of Incorporation of the
Corporation is hereby restated without further amendment or change to read as
follows:
FOURTH: The purposes, for which the Corporation is formed,
are:
(1) To engage in the business of electronic and
non-electronic data processing, indexing and systematizing, and
ancillary to such business, to establish, operate, service, supervise
and maintain data processing systems in all record systems and other
fields of endeavor, including but not limited to, records, management,
auditing, personnel and inventory control, pricing, labeling,
identifying and sorting, rating, product and property sales,
manufacturing processes, distribution, marketing and market research,
market and sales analysis and buying and selling trends analysis.
<PAGE>
(2) To engage in the business of supplying and
furnishing the services of technical and other specialized personnel,
including but not limited to, computer programmers, computer operators
and computer analysts, to any person, to any and all kinds of
businesses, firms, corporations, to governmental or quasi-governmental
agencies, departments, bureaus and commissions, to organizations and
foundations, and to receive and collect fees and other compensation for
services rendered by such personnel.
(3) To develop electronic and computer programs for
use in all fields of endeavor and to use or sell, lease or otherwise
dispose of same; to purchase, lease and otherwise acquire computers and
computer time, and to operate computers, for the sale, lease and other
disposition of computer time to any persons, firms, corporations and
associations; to advise and counsel manufacturers, wholesalers,
retailers, operators and owners of computers and computer systems with
respect to the manufacture, sale and use of computers and computer
systems.
(4) To engage in research and development, purchase,
sale, import, export, license, distribution, design, manufacture, or
rental of any product, machine, apparatus, appliance, merchandise and
property of every kind and description, ideas, systems, procedures and
services of any nature, including, without limiting the generality of
the foregoing, all types of products which possess an internal
intelligence for recognizing and correlating any type of data or
information to be processed, pattern interpretation, recognition and
memory systems and equipment, optical scanning, analog, and digital
computers, components, all types of electrical, mechanical,
electro-mechanical and electronic products and systems such as for
analysis of visible, radar, sonar or other inputs, voice recognition
and identification of voice elements and magnetic storage and rums.
(5) To acquire by purchase, subscription,
underwriting or otherwise, and to own, hold for investment, or
otherwise, and to use, sell, assign, transfer, mortgage, pledge,
exchange, or otherwise dispose of real and personal property of every
sort and description and wheresoever situated, including shares of
stock, bonds, debentures, notes, scrip, securities, evidences of
indebtedness, contracts or obligations of any corporation or
association, whether domestic or foreign, or of any firm or individual
or of the United States or any state, territory or dependency of the
United States or any foreign country, or any municipality or local
authority within or without the
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United States, and also to issue in exchange therefor, stocks, bonds or
other securities or evidences of indebtedness of this Corporation, and,
while the owner or holder of any such property, to receive, collect and
dispose of the interest, dividends and income on or from such property
and to possess and exercise in respect thereto all of the rights,
powers and privileges of ownership, including all voting powers
thereon.
(6) To construct, build, purchase, lease or otherwise
acquire, equip, hold, own, improve, develop, manage, maintain, control,
operate, lease, mortgage, create liens upon, sell, convey or otherwise
dispose of and turn to account, any and all plants, machinery, works,
implements and things or property, real and personal, of every kind and
description, incidental to, connected with, or suitable, necessary or
convenient for any of the purposes enumerated herein, including all or
any part or parts of the properties, assets, business and good will of
any persons, firms, associations or corporations.
(7) The powers, rights and privileges provided in
this certificate are not to be deemed to be in limitation of similar,
other or additional powers, rights and privileges granted or permitted
to a corporation by the Business Corporation Law, it being intended
that this Corporation shall have all the rights, powers and privileges
granted or permitted to a corporation by such statute.
FIFTH: The office of the Corporation is to be located in the
County of Suffolk, State of New York.
SIXTH: The Corporation shall have the authority to issue
10,000,000 shares of Preferred Stock, par value $.01 per share ("Preferred
Shares"), and 12,000,000 shares of Common Stock, par value $.10 per share. The
Preferred Shares may be issued in series, and each series shall be so designated
as to distinguish the shares thereof from the shares of all other series. All
Preferred Shares shall be identical except that the Board of Directors of the
Corporation is granted the authority to fix, subject to the provisions herein
set forth, before the
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<PAGE>
issuance of any shares of a series, the number of shares to be included in such
series, the dividends payable on the shares of such series, the redemption price
of the shares of such series, if any, and the terms and conditions of such
redemption, the terms and conditions under which the shares of such series are
convertible, if they are convertible, and other rights, preferences and
limitations pertaining to such series.
SEVENTH: The Secretary of State of the State of New York is
hereby designated as the agent of the Corporation upon whom process against it
may be served. The post office address to which the Secretary of State shall
mail a copy of process against the Corporation served upon him is:
1121 Old Walt Whitman Road
Melville, New York 11747-3005
Attention: President
EIGHTH: No shareholder of this Corporation shall have a
preemptive right because of his shareholdings to have first offered to him any
part of any of the presently authorized shares of this Corporation hereafter
issued, optioned or sold, or any part of any debentures, bonds, notes or
securities of this Corporation convertible into shares hereafter issued,
optioned or sold by the Corporation. This provision shall operate to defeat
rights in all shares and classes of shares now authorized and in all debentures,
bonds, notes or securities of the Corporation which may be convertible into
shares and also to defeat preemptive rights in any and all shares and classes of
shares and securities convertible into shares which this Corporation may be
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<PAGE>
hereafter authorized to issue by any amended certificate duly filed.
NINTH: Definitions. The following terms, when used in this
Restated Certificate of Incorporation, shall have the meanings set forth below:
"Common Stock" means the Corporation's Common Stock,
par value $.01 per share, and, except for purposes of the shares
obtainable upon conversion of shares of Preferred Stock, any capital
stock of any class of the Corporation hereafter authorized which is not
limited to a fixed sum or percentage of par or stated value in respect
to the rights of the Holders thereof to participate in dividends or in
the distribution of assets upon any liquidation, dissolution or winding
up of the Corporation.
"Market Price" means as to any security the average
of the closing price of such security's sales on the principal domestic
securities exchange on which such security may at the time be listed,
or, if there have been no sales on any such exchange on any day, the
closing bid price on all other domestic securities exchanges at the end
of such day, or, if on any day such security is not so listed, the
representative bid price quoted in the NASDAQ System as of the close of
reported trading, on such day, or, if on any day such security is not
quoted in the NASDAQ System, the closing bid price on such day in the
domestic over-the-counter market as reported by the National Quotation
Bureau, Incorporated, or any similar successor organization. If at any
time such security is not listed on any domestic securities exchange or
quoted in the NASDAQ System or the domestic over-the-counter market,
the "Market Price" will be the fair value thereof determined by the
Board of Directors of the Corporation; provided that in making any such
determination the Board of Directors shall take into account and be
consistent with any similar determination made for the benefit of the
Holders of warrants or options or other convertible securities.
"Holder" means a Holder of shares of stock of the
Corporation, registered as such on the books of the Corporation.
"Person" means an individual, a partnership, a joint
venture, a corporation, a trust, an unincorporated organization and a
government or any department or agency thereof.
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<PAGE>
TENTH: The Corporation shall indemnify to the fullest extent
permitted by the Business Corporation Law of New York any person made, or
threatened to be made, a party to an action or proceeding, whether civil or
criminal, including an action by or in the right of the Corporation or any other
corporation of any type or kind, domestic or foreign, or any partnership, joint
venture, trust, employee benefit plan or other enterprise, which any Director or
officer of the Corporation served in any capacity at the request of the
Corporation, by reason of the fact that he, his testator or intestate, was a
Director or officer of the Corporation, or served such other corporation,
partnership, joint venture, trust, employee benefit plan or other enterprise in
any capacity, against judgments, fines, amounts paid in settlement and
reasonable expenses, including attorney's fees actually and necessarily incurred
as a result of such action or proceeding, or any appeal therein; provided,
however, that this indemnification shall not be deemed exclusive of any other
rights to which a Director or officer seeking indemnification or advancement of
expenses may be entitled, whether provided by law or contained in the
Certificate of Incorporation or By-Laws, or a resolution of shareholders, a
resolution of Directors, or an agreement providing for such indemnification. The
Corporation shall have the power to purchase and maintain insurance to cover (i)
Directors, officers, employees, agents, attorneys, trustees and other
representatives and (ii) the Corporation for any obligation relating to
indemnification. The intent of the foregoing indemnification provisions is both
to confirm and to expand upon
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<PAGE>
the indemnification provided by the New York Business Corporation Law as from
time to time amended so as to maintain and continue to attract persons of high
quality to serve the Corporation as officers, Directors, employees, agents or in
similar capacities.
ELEVENTH: To the fullest extent permitted by New York Business
Corporation Law as presently in effect or hereafter amended, a Director of the
Corporation shall not be personally liable to the Corporation or its
shareholders for monetary damages for any breach of duty as a Director. If the
New York Business Corporation Law is amended after approval by the shareholders
of this Article to authorize corporate action further eliminating or limiting
the personal liability of the Directors, than the liability of a Director of a
Corporation shall be, without further corporate action, eliminated or limited to
the fullest extent permitted by the New York Business Corporation Law, as so
amended. No repeal or modification of this Article shall adversely affect any
right or protection of a Director of the Corporation existing at the date of
such repeal or modification or create any liability or adversely affect such
right or protection with respect to any act or omission occurring prior to such
repeal or modification.
TWELFTH: The transferability of all shares of Common Stock may
be limited by the Board of Directors so that such shares may not be offered or
sold in a public distribution or public offering. Such limitation may be imposed
only if prior to December 31, 1991, shares of Common Stock of the Corporation
are offered to the public in an underwritten public offering, and in
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<PAGE>
such event, the limitation shall continue for a period of not less than twelve
months but no more than eighteen months (depending on the demands of the
underwriter and the determination of the Board) following the completion of such
public offering.
THIRTEENTH: A. The Board of Directors of the Corporation shall
consist of not less than nine Directors as may be fixed by the By-Laws. The
Directors of the Corporation shall be divided into three classes, designated
Class I, Class II and Class III. All classes shall be as nearly equal in number
as possible, but each class shall consist of at least three Directors. The terms
of office of the Directors initially classified shall be as follows: at the
annual meeting of shareholders on January 17, 1992 at which this Article
FOURTEENTH is approved by the shareholders, Class I Directors shall be elected
for a one-year term expiring at the next succeeding annual meeting of
shareholders, Class II Directors for a two-year term expiring at the second
succeeding annual meeting of shareholders, and Class III Directors for a
three-year term expiring at the third succeeding annual meeting of shareholders.
At each annual meeting of shareholders after the annual meeting at which this
Article FOURTEENTH is approved by the shareholders, Directors so classified who
are elected to replace those whose terms expire at each such annual meeting
shall be elected to hold office for a three-year term until the third succeeding
annual meting following such Directors' election. Each Director so classified
shall hold office until the annual meeting at which
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<PAGE>
his term expires and until his successor has been elected and qualified.
Newly-created directorships resulting from an increase in the
number of Directors and vacancies occurring on the Board of Directors for any
reason may be filled by vote of the Directors (including a majority of Directors
then in office if less than a quorum exists), provided, however, that, if the
number of Directors is changed, (i) any newly-created directorships or any
decrease in directorships shall be apportioned among the classes so as to make
all classes as nearly equal as possible, and (ii) when the number of Directors
is increased by the Board and any newly-created directorships are filled by the
Board, there shall be no classification of the additional Directors until the
next annual meeting of shareholders. Any Director elected by the Board to fill a
newly-created directorship shall hold office until the next annual meeting of
shareholders and until his successor, classified in accordance with this Article
FOURTEENTH, has been elected and qualified. No decrease in the number of
Directors constituting the Board shall shorten the term of any incumbent
Director.
B. No amendment of this Restated Certificate of Incorporation,
directly or indirectly by merger, consolidation or otherwise, shall amend,
alter, change or repeal any of the provisions of this Article FOURTEENTH, unless
the amendment effecting such amendment, alteration, change or repeal shall
receive the affirmative vote of at least 80% of the outstanding
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<PAGE>
shares of stock of the Corporation entitled to vote in elections of Directors;
provided that this paragraph B shall not apply to any such amendment if such
amendment is submitted to the shareholders for adoption with the unanimous
recommendation of the entire Board of Directors.
FOURTEENTH: The restatement of the Certificate of
Incorporation of the Corporation has been duly authorized by the Board of
Directors of the Corporation in accordance with the provisions of Section 807 of
the Business Corporation Law of the State of New York.
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<PAGE>
IN WITNESS WHEREOF, this certificate has been subscribed to
this 26th day of June, 1996, by the undersigned, who affirm that the statements
made herein are true under the penalties of perjury.
/s/ Les Dace
______________________________
President
/s/ Lawrence Auriana
______________________________
Secretary
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<PAGE>
EXHIBIT 5
WINTHROP, STIMSON, PUTNAM & ROBERTS
One Battery Park Plaza
New York, New York 10004-1490
(212) 858-1000
July 3, 1996
Mediware Information Systems, Inc.
1121 Old Walt Whitman Road
Melville, NY 11747-3005
Attn: Mr. Les Dace
- ---- President
Ladies and Gentlemen:
As counsel to Mediware Information Systems, Inc., a New York
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933 (the "Act") of up to 1,200,000 shares (the "Shares") of
the Company's Common Stock, par value $.10 per share (the "Common Stock"), we
have examined the registration statement on Form S-8 (the "Registration
Statement") in regard thereto, filed under the Act, including the prospectus
which is a part thereof, and such other documents as we have considered
necessary for the purposes of this opinion. Based upon such examination, we
hereby advise you that:
1. We are of the opinion that the Company is a corporation
validly organized and duly existing under the laws of the State of New York.
2. We are further of the opinion that, in the event that the
Shares of Common Stock registered pursuant to the Registration Statement shall
have been duly issued and paid for pursuant to the terms of the 1982 Employee
Stock Option Plan, the Equity Incentive Plan and the Stock Option Plan for
Non-Employee Directors, such Shares will be legally issued, fully paid and
non-assessable securities of the Company, except to the extent, if any, provided
in Section 630 of the New York Business Corporation Law.
We are members of the bar of the State of New York. In
rendering the foregoing opinion we express no opinion as
<PAGE>
Mr. Les Dace -2-
to laws other than the laws of the State of New York and the Federal laws of the
United States.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement. In giving such consent, we do not hereby admit
that we are within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Securities and Exchange
Commission.
Very truly yours,
WINTHROP, STIMSON, PUTNAM & ROBERTS
<PAGE>
EXHIBIT 23
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
registration statement pertaining to the stock option plan of 1982, the equity
incentive plan and the stock option plan for nonemployee directors of Mediware
Information Systems, Inc. on Form S-8 of our report dated August 24, 1995, on
our audits of the financial statements of Mediware Information Systems, Inc. as
of June 30, 1995 and for the years ended June 30, 1995 and June 30, 1994, which
report is included in the annual report on Form 10-KSB for the year ended June
30, 1995.
/s/ Richard A. Eisner & Company, LLP
____________________________________
New York, New York
June 27, 1996
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
June 28, 1996
/s/ Les Dace
______________________________
Signature
/s/ Les Dace
______________________________
Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
June 28, 1996
/s/ Jonathan Churchill
______________________________
Signature
/s/ Jonathan Churchill
______________________________
Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
June 24, 1996
/s/ Roger Clark
______________________________
Signature
/s/ Roger Clark
______________________________
Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
June 26, 1996
/s/ John C. Frieberg
______________________________
Signature
/s/ John C. Frieberg
______________________________
Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
June 24, 1996
/s/ Clinton Weiman
______________________________
Signature
/s/ Clinton Weiman
______________________________
Print Name
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Lawrence Auriana and Les Dace, signing singly, his true
and lawful attorneys-in-fact and agents with full power of substitution and
revocation, for him and in his name, place and stead, in any and all capacities
to sign a Registration Statement on Form S-8 of Mediware Information Systems,
Inc. (the "Registration Statement"), to be filed under the Securities Act of
1933, and any and all amendments (including post-effective amendments) thereto,
and to file the same with all exhibits thereto and the other documents in
connection therewith, with the Securities and Exchange Commission and such other
state and federal government commissions and agencies as may be necessary,
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 and
necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
July 1, 1996
/s/ Joseph Delario
______________________________
Signature
/s/ Joseph Delario
______________________________
Print Name
<PAGE>
