<PAGE>
REGISTRATION NO. 333-
As filed with the Securities and Exchange Commission on May 31,1996
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________
MANAGED CARE SOLUTIONS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3338328
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2510 WEST DUNLAP AVENUE, SUITE 100
PHOENIX, ARIZONA 85021
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1995 STOCK OPTION PLAN,
1995 DIRECTORS' STOCK OPTION PLAN, AND
EMPLOYEE STOCK PURCHASE PLAN
(FULL TITLES OF THE PLANS)
MANAGED CARE SOLUTIONS, INC. BELL, BOYD & LLOYD
2510 WEST DUNLAP AVENUE, SUITE 100 THREE FIRST NATIONAL PLAZA
PHOENIX, ARIZONA 85021 CHICAGO, ILLINOIS 60602
ATTENTION: BLAINE BERGESON ATTENTION: WILLIAM G. BROWN
(602) 943-5660 (312) 372-1121
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================
Proposed Proposed
Maximum Maximum
Title of Amount to Offering Price Aggregate Amount of
Securities to be Registered be Registered(1) Per Share Offering Price Registration Fee
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 580,000 Shares(2) $3.25 $1,885,000 $650.00
Common Stock, $.01 par value 380,000 Shares(3) $5.625(4) $2,137,500(4) $737.06(4)
===============================================================================================================
</TABLE>
(1) THE REGISTRATION STATEMENT ALSO INCLUDES AN INDETERMINATE NUMBER OF
ADDITIONAL SHARES THAT MAY BECOME ISSUABLE UNDER THE ANTIDILUTION AND OTHER
ADJUSTMENT PROVISIONS OF THE RESPECTIVE PLANS PURSUANT TO RULE 416(A) OF
THE SECURITIES ACT OF 1933.
(2) THIS AMOUNT INCLUDES 490,000 SHARES OF COMMON STOCK WHICH ARE ISSUABLE UPON
EXERCISE OF OPTIONS PREVIOUSLY GRANTED UNDER THE 1995 STOCK OPTION PLAN AND
90,000 SHARES OF COMMON STOCK WHICH ARE ISSUABLE PURSUANT TO OPTIONS
GRANTED UNDER THE 1995 DIRECTORS' STOCK OPTION PLAN.
(3) THIS AMOUNT INCLUDES 60,000 SHARES OF COMMON STOCK WHICH MAY BECOME SUBJECT
TO OPTIONS UNDER THE 1995 STOCK OPTION PLAN, 20,000 SHARES OF COMMON STOCK
WHICH MAY BECOME SUBJECT TO OPTIONS UNDER THE 1995 DIRECTORS' STOCK OPTION
PLAN, AND 300,000 SHARES WHICH MAY BECOME SUBJECT TO OPTIONS UNDER THE
EMPLOYEE STOCK PURCHASE PLAN.
(4) IN ACCORDANCE WITH RULE 457(H), CALCULATED ON THE BASIS OF THE AVERAGE OF
THE HIGH AND LOW SALE PRICES OF THE REGISTRANT'S COMMON STOCK AS QUOTED IN
THE CONSOLIDATED REPORTING SYSTEM OF THE NASDAQ NATIONAL MARKET ON MAY 28,
1996, AS REPORTED BY THE WALL STREET JOURNAL (MIDWEST EDITION).
<PAGE>
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
Not required to be included herewith.
Item 2. Registrant Information and Employee Plan Annual Information.
Not required to be included herewith.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
This registration statement on Form S-8 relates to the registration of shares of
common stock of Managed Care Solutions, Inc. (the "Registrant"), $.01 par value
per share (the "Common Stock").
The Registrant incorporates herein by reference the following documents in this
registration statement:
(a) The Registrant's proxy statement/prospectus dated January 25, 1996 included
in the Registrant's registration statement on Form S-4 (registration no.
333-558),
(b) All other reports filed pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the proxy statement/prospectus referred to in (a) above, and
(c) The description of the Registrant's Common Stock contained in the
Registrant's registration statement filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed
for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing
of a post-effective amendment which indicates that all Common Stock of the
Registrant offered has been sold or which deregisters all Common Stock then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be part hereof from the date of filing of such
documents. Any statement contained in any document incorporated or deemed to be
incorporated by reference in this registration statement shall be deemed to be
modified or superseded for purposes of this registration statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated
<PAGE>
by reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
William G. Brown, a partner of Bell, Boyd & Lloyd, counsel for the Registrant,
is a director of the Registrant and owns 38,670 shares of its Common Stock.
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers Delaware
corporations to indemnify any director or officer against expenses, judgments,
fines and settlements actually and reasonably incurred by such person in
connection with any action, suit or proceeding, if such director or officer
acted in good faith and in a manner such person 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 no reasonable cause to believe his or her
conduct was unlawful, except that no indemnification shall be made in connection
with any action by or in the right of the corporation if such person is adjudged
to be liable for negligence in the performance of his or her duty to the
corporation, unless the court determines that despite the adjudication of
liability such person is fairly and reasonably entitled to indemnity for such
expense that the court shall deem proper. Said section further provides that to
the extent that any such person is successful on the merits or otherwise in
defense of any action such director or officer shall be indemnified against
expenses actually and reasonably incurred by him or her.
Article EIGHTH of the Registrant's Certificate of Incorporation
provides as follows:
EIGHTH: (1) Each person who is or was a director or officer of
the Corporation or a subsidiary of the Corporation and each person who
serves or served at the request of the Corporation as a director or officer
of another corporation, partnership, joint venture, trust or other
enterprise (and the heirs, executors, administrators and estates of any
such persons), shall be indemnified by the Corporation in accordance with,
and to the fullest extent authorized by, the provisions of the General
Corporation Law of the State of Delaware as it may from time to time be
amended. Each person who is or was an employee or agent of the Corporation
or a subsidiary of the Corporation, and each person who serves or has
served at the request of the Corporation as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise (and the
heirs, executors, administrators and estates of such persons), may be
similarly indemnified at the discretion of the Board of Directors.
2
<PAGE>
(2) No director shall be personally liable to the Corporation or
its stockholders for monetary damages for any breach of fiduciary duty by
such director as a director. Notwithstanding the foregoing sentence, a
director shall be liable to the extent provided by applicable law (i) for
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) pursuant to
Section 174 of the Delaware General Corporation Law, or (iv) for any
transaction from which the director derived an improper personal benefit.
(3) No amendment to or repeal of this Article EIGHTH shall apply
to or have any effect on the right to indemnification or liability or
alleged liability of any person who is or was a director or officer of the
Corporation or a subsidiary of the Corporation or any person who serves or
served at the request of the Corporation as director or officer of another
corporation, partnership, joint venture, trust or other enterprise (or the
heirs, executors, administrators and estates of any such persons), for or
with respect to any acts or omissions of such person occurring prior to
such amendment.
Article VII, Section 5, of Registrant's by-laws provides as follows:
Section 5. Indemnification of Directors, Officers and Others. Each
person who is or was a director or officer of the Corporation or a
subsidiary of the Corporation and each person who serves or served at the
request of the Corporation as a director or officer (or equivalent) of
another corporation, partnership, joint venture, trust or other enterprise
(and the heirs, executors, administrators and estates of any such persons),
shall be indemnified by the Corporation in accordance with, and to the
fullest extent authorized by, the provisions of the General Corporation Law
of the State of Delaware as it may from time to time be amended, except as
to any action, suit or proceeding brought by or on behalf of the director
or officer of the Corporation without prior approval of the board of
directors. Each person who is or was an employee or agent of this
Corporation, and each person who serves or has served as an employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, may be similarly indemnified at the discretion of the board of
directors. The indemnification provided by this section 5 shall not be
deemed exclusive of any other rights to which a person seeking
indemnification may be entitled under any by-law, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in
his or her official capacity and as to action in another capacity while
holding such office. The Corporation shall have power 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 or her and incurred by him or
her in any such capacity, or arising out of his or her status as such,
whether or not the Corporation would have the power to indemnify him or her
against such liability under the provisions of this by-law or the Delaware
Corporation Law.
3
<PAGE>
The Registrant has entered into an indemnification contract with each
of its officers and directors that provides for the prompt indemnification of
such persons "to the fullest extent permitted by law" against expenses,
judgments, fines, penalties and settlements paid or incurred in connection with
investigating, defending, being a witness in, or participating in (including on
appeal), any threatened, pending, or completed action, suit or proceeding or any
inquiry or investigation related to the fact that the Indemnitee is or was a
director, officer, employee, agent or fiduciary of the Registrant or was serving
in a similar capacity at the Registrant's request with another corporation,
partnership, joint venture, employee benefit plan, trust, or other enterprise or
by reason of any act or omission by the Indemnitee in any such capacity. The
obligation of the Registrant to indemnify an Indemnitee under the contract is
subject to the condition that the reviewing party (a person or body consisting
of a director or directors appointed by the Board of Directors who is not a
party to the claim for which indemnification is being sought) shall not have
determined that the Indemnitee would not be permitted to be indemnified under
applicable law.
Item 7. Exemption From Registration Claimed.
Not applicable.
Item 8. Exhibits.
The exhibits to this registration statement which are required by Item 601 of
Regulation S-K are listed in the Index to Exhibits set forth elsewhere in this
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;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and
the information required to
4
<PAGE>
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 Securities Exchange Act of 1934
that are incorporated by reference in this registration statement.
(2) That, for the purpose 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.
(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 Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
this 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)-(g) Not applicable.
(h) 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 Securities Act of 1933 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 of 1933 and will
be governed by the final adjudication of such issue.
(i)-(j) Not applicable.
5
<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 Phoenix, State of Arizona, on May 31, 1996.
MANAGED CARE SOLUTIONS, INC.
By /s/ Blaine Bergeson
-------------------------------------
Blaine Bergeson
President and Chief Executive Officer
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 date indicated.
/s/ Walter J. McNerney Chairman and Director May 31, 1996
- -----------------------------
Walter J. McNerney
/s/ Blaine Bergeson President, Chief May 31, 1996
- ----------------------------- Executive Officer
Blaine Bergeson and Director
/s/ James A. Burns Vice Chairman May 31, 1996
- ----------------------------- and Director
James A. Burns
/s/ Risa Lavizzo-Mourey Director May 31, 1996
- -----------------------------
Risa Lavizzo-Mourey
/s/ Richard C. Jelinek Director May 31, 1996
- -----------------------------
Richard C. Jelinek
/s/ John Lingenfelter, M.D. Director May 31, 1996
- -----------------------------
John Lingenfelter, M.D.
/s/ Henry Kaldenbaugh, M.D. Director May 31, 1996
- -----------------------------
Henry Kaldenbaugh, M.D.
6
<PAGE>
/s/ William G. Brown Secretary and Director May 31, 1996
- -----------------------------
William G. Brown
/s/ Michael J. Kennedy Chief Financial May 31, 1996
- ----------------------------- Officer (Principal
Michael J. Kennedy Financial and
Accounting Officer)
7
<PAGE>
Index to Exhibits
The following are filed as part of this registration statement.
<TABLE>
<CAPTION>
Exhibit Page Number
Number Description of Document or Reference
- ------- ----------------------- ------------
<S> <C> <C>
4(a)(1) Certificate of Incorporation of the
Registrant, as amended (incorporated
by reference to Exhibit 3(a) to
Registrant's registration statement
on Form S-1 (No. 33-41253) filed
under the Securities Act of 1933).
4(a)(2) Certificate of Amendment of
Certificate of Incorporation of the
Registrant (incorporated by
reference to Exhibit 4(a)(2) to
Registrant's registration statement
on Form S-8 (No. 33-92042).
4(a)(3) Certificate of Amendment of 10
Certificate of Incorporation of the
Registrant (revising capital stock
provisions and changing name).
4(a)(4) Certificate of Amendment of 14
Certificate of Incorporation of the
Registrant (changing the
Registrant's name to Managed Care
Solutions, Inc.).
4(a)(5) Conformed copy of Certificate of 15
Incorporation of the Registrant, as
amended.
4(b)(1) By-laws of the Registrant
(incorporated by reference to
Exhibit 3(b) to Registrant's
registration statement on Form S-1
(No. 33-41253) filed under the
Securities Act of 1933).
4(b)(2) Amendments to Bylaws of the 21
Registrant.
4(b)(3) Conformed copy of Bylaws of the 22
Registrant, as amended.
5 Opinion of Bell, Boyd & Lloyd. 32
15 None.
23(a) Consent of Price Waterhouse LLP
with respect to Managed Care Solutions,
Inc. 34
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Exhibit Page Number
Number Description of Document or Reference
- ------- ----------------------- ------------
<S> <C> <C>
23(b)(1) Consent of Miller, Wagner & Company, 35
Ltd. with respect to Managed Care
Solutions of Arizona, Inc.
23(b)(2) Consent of Miller, Wagner & Company, 36
Ltd. with respect to Ventana Health
Systems, Inc.
23(b)(3) Consent of Miller, Wagner & Company, 37
Ltd. with respect to Arizona Health
Concepts, Inc.
23(c)(1) Consent of KPMG Peat Marwick LLP 38
with respect to Ventana Health
Systems, Inc.
23(c)(2) Consent of KPMG Peat Marwick LLP 39
with respect to Arizona Health
Concepts, Inc.
23(d) Consent of Bell, Boyd & Lloyd
(included in Ex. 5).
24 None.
28 Not applicable.
</TABLE>
9
<PAGE>
Exhibit 4(a)(3)
CERTIFICATE OF AMENDMENT
OF THE
CERTIFICATE OF INCORPORATION
OF
MEDICUS SYSTEMS CORPORATION
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
Medicus Systems Corporation, a corporation organized and existing
under and by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is hereby
amended by changing Article FIRST thereof so that, as amended, Article
FIRST of the Certificate of Incorporation of the Corporation shall read in
its entirety as follows:
"FIRST: The name of the corporation is MCM Managed Care, Inc.
(the "Corporation")."
2. The Certificate of Incorporation of the Corporation is hereby
further amended by changing Article FOURTH of the Certificate of
Incorporation of the Corporation to read in its entirety as follows:
"FOURTH: The total number of shares of all classes of stock which
the Corporation shall have authority to issue is 11,000,006.85 of
which (i) 10,000,000 shares, par value $.0l per share, are to be of a
class designated Common Stock; (ii) 1,000,000 shares, par value $.0l
per share, are to be of a class designated Preferred Stock; and (iii)
6.85 shares, par value $1,000 per share, are to be of a class
designated as Voting Preferred Stock.
1.1 COMMON STOCK PROVISIONS.
1.1 DIVIDEND RIGHTS. Subject to provisions of law and the
preferences of the Voting Preferred Stock and the Preferred Stock, the
holders of the Common Stock shall be entitled to receive dividends at
such times and in such amounts as may be determined by the Board of
Directors.
10
<PAGE>
1.2 VOTING RIGHTS. The holders of the Common Stock shall have
one vote for each share on each matter submitted to a vote of the
stockholders of the Corporation.
1.3 LIQUIDATION RIGHTS. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and
other liabilities of the Corporation and the preferential amounts to
which the holders of the Voting Preferred Stock and the Preferred
Stock shall be entitled, the holders of the Common Stock shall be
entitled to share ratably in the remaining assets of the Corporation.
2. PREFERRED STOCK PROVISIONS. The Preferred Stock may be issued from
time to time in one or more series, with such distinctive serial
designations and (a) may have such voting power, full or limited, or
may be without voting powers; (b) may be subject to redemption at such
time or times and at such prices; (c) may be entitled to receive
dividends (which may be cumulative or noncumulative) at such rate or
rates, on such conditions, and at such times, and payable in
preference to or in such relation to, the dividends payable on any
other class or classes or series of stock; (d) may have such rights
upon the liquidation or dissolution of, or upon any distribution of
the assets of, the Corporation; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes of stock of the
Corporation, at such price or prices or at such rates of exchange, and
with such adjustments; and (f) shall have such other relative,
participating, optional or special rights, with such qualifications,
limitations or restrictions thereof; all as shall hereafter be stated
and expressed in the resolutions or resolution providing for the
issuance of such Preferred Stock from time to time adopted by the
Board of Directors pursuant to authority so to do, which is hereby
vested in the Board.
3. VOTING PREFERRED STOCK PROVISIONS.
3.1 DIVIDEND RIGHTS. The holders of Voting Preferred Stock shall
be entitled to receive from net income during each twelve month period
ending May 31 a mandatory dividend per share at the rate per annum
equal to two percentage points less than the corporate base rate of
interest announced by the First National Bank of Chicago in effect as
of the prior May 31, applied to the par value of each share for the
period issued and outstanding, payable quarterly on the 31st day of
August, the 30th day of November, the 28th day of February, and the
31st day of May in each year. The Voting Preferred Stock shall be non-
cumulative. The holders of the Voting Preferred Stock shall not be
entitled to receive any dividends thereon other than those
specifically herein above provided for.
3.2 VOTING RIGHTS. On each matter submitted to a vote of the
stockholders of the Corporation, the holders of Voting Preferred Stock
shall have
11
<PAGE>
14,667 votes for each share until May 31, 1998 and 220 votes for each
share after May 31, 1998.
3.3 REDEMPTION. At any time after May 31, 1998, the Corporation
may redeem, out of funds legally available for such purpose, any or
all shares of the Voting Preferred Stock then outstanding at a price
per share equal to their par value plus any accrued and unpaid
dividends thereon. In the event the Corporation redeems fewer than all
shares of the Voting Preferred Stock then outstanding, the shares of
the Voting Preferred Stock shall be redeemed from the holders of
Voting Preferred Stock pro rata (as nearly as practicable) in
proportion to the number of shares of Voting Preferred Stock held by
each of them.
3.4 LIQUIDATION RIGHTS. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Voting Preferred Stock shall be
entitled to receive an amount equal to $1,000 per share plus any
accrued and unpaid dividends thereon before any distribution shall be
made to the holders of the Common Stock.
Upon the filing in the Office of the Secretary of State of
Delaware of the Certificate of Amendment of the Certificate of
Incorporation whereby this Article FOURTH is amended to read as set
forth herein, each three issued and outstanding shares of Common Stock
of the Corporation shall thereby and thereupon be combined into one
share of validly issued, fully paid and nonassessable share of Common
Stock of the Corporation. No scrip or fractional shares will be issued
by reason of this amendment."
3. That such amendments have been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation having adopted
resolutions setting forth such amendments and declaring their advisability,
and the holders of a majority of the outstanding stock of the Corporation
having approved and adopted resolutions providing for such amendments.
4. That such amendments shall become effective as of 1:00 a.m.
Eastern time on March 1, 1996.
12
<PAGE>
IN WITNESS WHEREOF, Medicus Systems Corporation has caused this
Certificate to be signed by its Vice President and attested to by its Secretary,
on this 28th day of February, 1996.
MEDICUS SYSTEMS CORPORATION
By: William W. Cowan
------------------------------------
Name: William W. Cowan
Title: Vice President
ATTEST:
William G. Brown
- -----------------------------------
Name: William G. Brown
Title: Secretary
13
<PAGE>
Exhibit 4(a)(4)
CERTIFICATE OF AMENDMENT OF THE
CERTIFICATE OF INCORPORATION OF
MCM MANAGED CARE, INC.
PURSUANT TO SECTION 242 OF THE
GENERAL CORPORATION LAW OF THE
STATE OF DELAWARE
MCM Managed Care, Inc., a corporation organized and existing under and
by virtue of the General Corporation Law of the State of Delaware (the
"Corporation"), does hereby certify as follows:
1. The Certificate of Incorporation of the Corporation is hereby
amended by changing Article FIRST thereof so that, as amended, Article
FIRST of the Certificate of Incorporation of the Corporation shall read in
its entirety as follows:
"FIRST: The name of the corporation is Managed Care Solutions,
Inc. (the "Corporation")."
2. That such amendment has been duly adopted in accordance with the
provisions of Section 242 of the General Corporation Law of the State of
Delaware, the Board of Directors of the Corporation having adopted
resolutions setting forth such amendment and declaring its advisability,
and the holders of a majority of the outstanding stock of the Corporation
having approved and adopted resolutions providing for such amendment.
3. That such amendment shall become effective as of 7:00 a.m. Eastern
time on March 1, 1996.
IN WITNESS WHEREOF, MCM Managed Care, Inc. has caused this Certificate
to be signed by its Vice President and attested to by its Secretary, on this
29th day of February, 1996.
MCM MANAGED CARE, INC.
By: William W. Cowan
------------------------------------
Name: William W. Cowan
Title: Vice President
ATTEST:
William G. Brown
- ------------------------------------
Name: William G. Brown
Title: Secretary
14
<PAGE>
Exhibit 4(a)(5)
CONFORMED COPY OF THE
CERTIFICATE OF INCORPORATION
OF
MANAGED CARE SOLUTIONS, INC.
(as amended through March 1, 1996)
FIRST: The name of the Corporation is Managed Care Solutions, Inc.
(the "Corporation").
SECOND: The registered office of the Corporation in the State of
Delaware is located at 1013 Centre Road, City of Wilmington, County of New
Castle; and the name of its registered agent is The Prentice-Hall Corporation
System, Inc., the address of which is 1013 Centre Road, in said City.
THIRD: The purpose of the Corporation is to engage, directly or
indirectly, in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware, either alone or with
others through wholly or partially owned subsidiaries, as a partner (limited or
general) in any partnership, as a joint venturer in any joint venture, or
otherwise.
Without limiting in any manner the scope and generality of the
foregoing and subject to the limitations prescribed by statute, it is hereby
provided that the Corporation shall have the following purposes, objects and
powers:
(1) To purchase, to sell, to manufacture and generally to deal in
goods, wares and merchandise of all kinds, to furnish services of every nature
and description, to carry on research activities and to carry on any other
lawful trade or business.
(2) To buy, lease or otherwise acquire, and to own, use, develop,
equip, improve, exploit, operate, sell, or convey, assign, lease (as lessor),
mortgage, pledge or otherwise encumber or create a security interest in or
otherwise dispose of any and all real and personal property, and rights, estates
and interest in such property (real, personal or mixed) wherever situated or
located within any state, territory, district, or dependency of the United
States or any foreign country.
(3) To hold the securities of subsidiary corporations and to enter
into management agreements with such corporations.
(4) To acquire by purchase, by the exchange of stock or other
securities of the Corporation in the manner permitted by law, by subscription or
otherwise, and to invest in, take, receive, hold for investment or for any other
purpose, and to sell, lend, lease, exchange, transfer or otherwise dispose of,
mortgage, pledge, use or otherwise deal in and with any stocks, bonds, notes,
debentures and other securities and obligations of any person or persons,
partnership, corporation (including the Corporation itself) or association,
domestic or foreign, and while owner of any such stocks, bonds, notes,
debentures or other securities or obligations, to exercise
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all the rights, power and privileges of ownership, including among other things
the right to vote thereon for any and all purposes.
(5) To lend money, to invest and reinvest its funds, to guarantee the
debts or other obligations of any person, partnership, corporation or other
entity including without limitation any affiliate, officer, director, employee
or otherwise related person, partnership, corporation or other entity, and to
take and hold real and personal property as security for payment of funds so
loaned, invested or guaranteed.
(6) To perform any and all acts in connection with, arising from, or
incidental to any business carried on by the Corporation and to do all acts
necessary, proper or convenient to accomplish its purposes.
The foregoing provisions of this Article THIRD shall be construed as
powers as well as objects and purposes, and the matters expressed in each clause
shall, unless otherwise expressly provided, be in no wise limited by reference
to or inference from the terms of any other clause, but shall be regarded as
independent objects, purposes, and powers; and the enumeration of specific
objects, purposes and powers shall not be construed to limit or restrict in any
manner the meaning of general terms of the general powers of the Corporation;
nor shall the expression of one thing be deemed to exclude another not
expressed, although it be of like nature. The Corporation shall be authorized to
exercise and enjoy all powers, rights and privileges confirmed upon corporations
by the laws of the State of Delaware as in force from time to time.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 11,000,006.85 of which (i)
10,000,000 shares, par value $.01 per share, are to be of a class designated
Common Stock; (ii) 1,000,000 shares, par value $.01 per share, are to be of a
class designated Preferred Stock; and (iii) 6.85 shares, par value $1,000 per
share, are to be of a class designated as Voting Preferred Stock.
1. Common Stock Provisions.
1.1 Dividend Rights. Subject to provisions of law and the
preferences of the Voting Preferred Stock and the Preferred Stock, the
holders of the Common Stock shall be entitled to receive dividends at such
times and in such amounts as may be determined by the Board of Directors.
1.2 Voting Rights. The holders of the Common Stock shall have
one vote for each share on each matter submitted to a vote of the
stockholders of the Corporation .
1.3 Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, after payment or provision for payment of the debts and other
liabilities of the Corporation and the preferential amounts to which the
holders of the Voting Preferred Stock and the Preferred Stock shall be
entitled, the holders of the
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Common Stock shall be entitled to share ratably in the remaining assets of
the Corporation.
2. Preferred Stock Provisions. The Preferred Stock may be issued from
time to time in one or more series, with such distinctive serial
designations and (a) may have such voting power, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or
times and at such prices; (c) may be entitled to receive dividends (which
may be cumulative or noncumulative) at such rate or rates, on such
conditions, and at such times, and payable in preference to or in such
relation to, the dividends payable on any other class or classes or series
of stock; (d) may have such rights upon the liquidation or dissolution of,
or upon any distribution of the assets of, the Corporation; (e) may be made
convertible into, or exchangeable for, shares of any other class or classes
of stock of the Corporation, at such price or prices or at such rates of
exchange, and with such adjustments; and (f) shall have such other
relative, participating, optional or special rights, with such
qualifications, limitations or restrictions thereof; all as shall hereafter
be stated and expressed in the resolutions or resolution providing for the
issue of such Preferred Stock from time to time adopted by the Board of
Directors pursuant to authority so to do, which is hereby vested in the
Board.
3. Voting Preferred Stock Provisions.
3.1 Dividend Rights. The holders of Voting Preferred Stock shall
be entitled to receive from net income during each twelve month period
ending May 31 a mandatory dividend per share at the rate per annum equal to
two percentage points less than the corporate base rate of interest
announced by the First National Bank of Chicago in effect as of the prior
May 31, applied to the par value of each share for the period issued and
outstanding, payable quarterly on the 31st day of August, the 30th day of
November, the 28th day of February, and the 31st day of May in each year.
The Voting Preferred Stock shall be non-cumulative. The holders of the
Voting Preferred Stock shall not be entitled to receive any dividends
thereon other than those specifically herein above provided for.
3.2 Voting Rights. On each matter submitted to a vote of the
stockholders of the Corporation, the holders of Voting Preferred Stock
shall have 14,667 votes for each share until May 31, 1998 and 220 votes for
each share after May 31, 1998.
3.3 Redemption. At any time after May 31, 1998, the Corporation
may redeem, out of funds legally available for such purpose, any or all
shares of the Voting Preferred Stock then outstanding at a price per share
equal to their par value plus any accrued and unpaid dividends thereon. In
the event the Corporation redeems fewer than all shares of the Voting
Preferred Stock then
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outstanding, the shares of the Voting Preferred Stock shall be redeemed
from the holders of Voting Preferred Stock pro rata (as nearly as
practicable) in proportion to the number of shares of Voting Preferred
Stock held by each of them.
3.4 Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, whether voluntary or
involuntary, the holders of the Voting Preferred Stock shall be entitled to
receive an amount equal to $1,000 per share plus any accrued and unpaid
dividends thereon before any distribution shall be made to the holders of
the Common Stock.
FIFTH: The name and mailing address of the incorporator are as
follows:
Name Mailing Address
---- ---------------
William G. Brown Bell, Boyd & Lloyd
Three First National Plaza
70 West Madison Street
Chicago, Illinois 60602
SIXTH: The following provisions are inserted for the management of the
business and for the conduct of the affairs of the Corporation, and it is
expressly provided that they are intended to be in furtherance and not in
limitation or exclusion of the powers conferred by the statutes of the State of
Delaware.
(1) The number of directors of the Corporation shall be fixed from
time to time by, or in the manner provided in, the Bylaws.
(2) The Board of Directors shall have power from time to time to fix
and to determine and vary the amount of the working capital of the Corporation
and to direct and determine the use and disposition of any surplus or net
profits over and above the capital as determined pursuant to, and subject to,
the provisions of the General Corporation Law of Delaware; and in its discretion
the Board of Directors may use and apply any such surplus or accumulated profits
in purchasing or acquiring bonds, debentures, notes, or other obligations or
securities of the Corporation or shares of its own stock of any class so far as
may be permitted by law, to such extent and in such manner and upon such terms
as the Board of Directors shall deem expedient, but any such bonds, debentures,
notes, obligations, securities or stock so purchased or acquired (together with
any stock or securities acquired in satisfaction of a debt or otherwise), may be
resold. Nothing, however, shall be held to limit the general power of the
Corporation to apply any other funds or assets to the purchase or acquisition or
retirement of its stock, bonds, debentures, notes or other obligations or
securities.
(3) The Board of Directors, subject to the applicable provisions of
the General Corporation Law of Delaware, may from time to time determine whether
and to what extent, and at what times and places and under what conditions and
regulations the accounts and books of the Corporation or any of them shall be
open to the inspection of the stockholders; and no stockholder shall have any
right to inspect any account, book or document of the Corporation,
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except as conferred by law or as authorized by the Board of Directors or by
resolutions of the stockholders.
(4) The books of the Corporation may be kept within or without the
State of Delaware at such place or places as may be designated from time to time
by the Board of Directors. Elections of directors need not be by written ballot
unless the Bylaws of the Corporation shall so provide.
(5) The Board of Directors may authorize and cause to be executed
mortgages, deeds of trust, pledges and liens upon the real and personal property
of the Corporation, without limitation as to amount or otherwise.
(6) The Board of Directors may make, adopt, alter or repeal the Bylaws
of the Corporation.
(7) The Board of Directors may determine, from time to time, the
amount of compensation which shall be paid to its members. The Board shall also
have power, in its discretion, to provide for and to pay directors rendering
unusual or exceptional services to the Corporation special compensation
appropriate to the value of such services as determined by the Board of
Directors from time to time.
(8) In addition to the power and authorities hereinbefore or by
statute expressly conferred upon it, the Board of Directors is hereby empowered
to exercise all such powers and to do all such acts and things as may be
exercised or done by the Corporation; subject, nevertheless, to the provisions
of the statutes of the State of Delaware, of this Certificate of Incorporation
and of any Bylaws from time to time made; provided, however, that no Bylaws so
made shall invalidate any prior act of the Board of Directors which would have
been valid if such Bylaws had not been made.
SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for this Corporation under
the provisions of Section 291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this Corporation under the provisions of Section 279 of Title 8 of the
Delaware Code order a meeting of the creditors or class of creditors, and/or of
the stockholders or class of stockholders of this Corporation, as the case may
be, to be summoned in such manner as the said court directs. If a majority in
number representing three-fourths in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the said compromise or arrangement and the said reorganization
shall, if sanctioned by the court to which the said application has been made,
be binding on all the creditors or class of creditors, and/or on all the
stockholders or class of stockholders, of this Corporation, as the case may be,
and also on this Corporation.
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EIGHTH: (1) Each person who is or was a director or officer of the
Corporation or a subsidiary of the Corporation and each person who serves or has
served at the request of the Corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise (and the
heirs, executors, administrators and estates of any such persons), shall be
indemnified by the Corporation in accordance with, and to the fullest extent
authorized by, the provisions of the General Corporation Law of the State of
Delaware as it may from time to time be amended. Each person who is or was an
employee or agent of the Corporation or a subsidiary of the Corporation, and
each person who serves or has served at the request of the Corporation as an
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise (and the heirs, executors, administrators and estates of any
such persons), may be similarly indemnified at the discretion of the Board of
Directors.
(2) No director shall be personally liable to the Corporation or its
stockholders for monetary damages for any breach of fiduciary duty by such
director as a director. Notwithstanding the foregoing sentence, a director shall
be liable to the extent provided by applicable law (i) for 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) pursuant to Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
(3) No amendment to or repeal of this Article EIGHTH shall apply to or
have any effect on the right to indemnification or liability or alleged
liability of any person who is or was a director or officer of the Corporation
or a subsidiary of the Corporation or any person who serves or served at the
request of the Corporation as a director or officer of another corporation,
partnership, joint venture, trust or other enterprise (or the heirs, executors,
administrators and estates of any such persons), for or with respect to any acts
or omissions of such person occurring prior to such amendment.
NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation in the
manner now or hereafter prescribed by Statute, and all rights conferred upon
stockholders herein are granted subject to this reservation.
TENTH: The effective date of this Certificate of Incorporation shall
be January 1, 1985 and the Corporation's corporate existence shall begin as of
that date.
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Exhibit 4(b)(2)
AMENDMENTS TO BYLAWS OF
MANAGED CARE SOLUTIONS, INC.
Pursuant to resolutions adopted by the Board of Directors of Managed
Care Solutions, Inc., a Delaware corporation (the "Corporation"), the following
amendments to the Corporation's Bylaws became effective March 1, 1996:
(a) The first sentence of Article III, Section 1 of the Bylaws is amended
to read as follows:
"The number of directors constituting the whole board shall be eight."
(b) Article III, Section 2 of the Bylaws is hereby amended to read in its
entirety as follows:
Section 2. Vacancies. Except as otherwise required by law or by the
certificate of incorporation, any vacancy on the board of directors,
including a newly-created directorship, may be filled by a majority of the
directors then in office, although less than a quorum, or by a sole
remaining director. Notwithstanding the foregoing, if any of the directors
of the corporation in office (i) immediately following the distribution to
stockholders of the corporation on a share-for-share basis of all of the
outstanding shares of Medicus Systems Software, Inc. (the "Distribution"),
and (ii) prior to the mergers of wholly-owed subsidiaries of the
corporation into Managed Care Solutions, Inc., Ventana Health Systems, Inc.
and Arizona Health Concepts, Inc. (the "Mergers"), shall cease for any
reason to serve as a director of the corporation at any time prior to the
next annual meeting of stockholders of the corporation following the
effective date of the Mergers, then the resulting vacancy shall be filled
by a majority of the directors referred to in this sentence then serving as
directors. If there are no directors in office, then an election of
directors may be held in the manner provided by law.
(c) Article V of the Bylaws is hereby amended by adding the following
Section 14:
Section 14. Vice Chairman. The Vice Chairman, in the absence of the
Chairman, shall preside at all meetings of stockholders and directors, and
shall possess the same power as the Chairman to sign all certificates,
bonds, mortgages, contracts and other instruments of the corporation which
may be authorized by the Board of Directors. During the absence or
disability of the Chairman, he shall exercise all the power and discharge
all the duties of the Chairman and shall perform all such other duties as
are incident to his office or are properly required of him by the Board of
Directors.
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Exhibit 4(b)(3)
MANAGED CARE SOLUTIONS, INC.
CONFORMED BYLAWS
(as amended through March 1, 1996)
ARTICLE I
CORPORATE OFFICES
Section 1. Delaware Registered Office. The registered office of the
corporation in the State of Delaware shall be in the City of Dover, County of
Kent.
Section 2. Other offices. The corporation may also have offices at
such other places, both within and outside the state of Delaware, as the board
of directors may from time to time determine or the business of the corporation
may require.
ARTICLE II
MEETINGS OF STOCKHOLDERS
Section 1. Time and Place. A meeting of stockholders for any purpose
may be held at such time and place, within or outside the state of Delaware, as
shall be stated in the notice of the meeting or in a duly executed waiver of
notice thereof.
Section 2. Annual Meetings. Annual meetings of stockholders,
commencing with the year 1985, shall be held on the second Monday of September
if not a legal holiday, or if a legal holiday, then on the following business
day, at 10 a.m. local time, or at such other date and time as shall be
designated from time to time by the board of directors and stated in the notice
of the meeting, at which the stockholders shall elect a board of directors and
transact such other business as may properly come before the meeting.
Section 3. Special Meetings. Special meetings of stockholders, for
any purpose or purposes, unless otherwise prescribed by law or by the
certificate of incorporation, may be called by the president and shall be called
by the president or secretary at the request in writing of a majority of the
whole board of directors, or at the request in writing of stockholders owning a
majority of the capital stock of the corporation outstanding and entitled to
vote. Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at any special meeting of stockholders shall be limited to
the purposes stated in the notice.
Section 4. Notice. Written notice of a meeting, annual or special,
stating the place, date and hour of the meeting, and the purpose or purposes for
which the meeting is called, shall be given to each stockholder entitled to vote
at such meeting, not less than ten nor more than sixty days, or if a vote of
stockholders on a merger or consolidation is one of the stated
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purposes of the meeting, not less than twenty nor more than sixty days, before
the date of the meeting.
Section 5. Stockholder List. The officer who has charge of the stock
ledger of the corporation shall prepare or cause to be prepared and make, at
least ten days before every meeting of stockholders, a complete list of the
stockholders entitled to vote at the meeting, arranged in alphabetical order and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder. Such list shall be open to the examination of any
stockholder, for any purpose germane to the meeting, during ordinary business
hours, for a period of at least ten days prior to the meeting, either at a place
within the city where the meeting is to be held, which place shall be specified
in the notice of the meeting, or, if not so specified, at the place where the
meeting is to be held. The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof and may be inspected by any
stockholder who is present.
Section 6. Quorum. The holders of a majority of the stock outstanding
and entitled to vote thereat, present in person or represented by proxy, shall
constitute a quorum at any meeting of stockholders for the transaction of
business, except as otherwise required by law or by the certificate of
incorporation. If, however, such quorum shall not be present or represented at a
meeting of stockholders, the stockholders entitled to vote thereat, present in
person or represented by proxy, shall have the power to adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally notified. If the
adjournment is for more than thirty days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.
Section 7. Required Vote. Each election of directors or others shall
be determined by a plurality vote, and, except as otherwise required by law or
by the certificate of incorporation, each other matter shall be determined by
the affirmative vote of a majority of the shares present in person or
represented by proxy.
Section 8. Voting. Unless otherwise required by law or by the
certificate of incorporation, each stockholder shall at every meeting of the
stockholders be entitled to one vote in person or by proxy for each share of the
capital stock having voting power held by such stockholder, but no proxy shall
be voted on after three years from its date, unless the proxy provides for a
longer period.
Section 9. Action by Written Consent. Unless otherwise provided in
the certificate of incorporation, any action required to be taken at any annual
or special meeting of stockholders, or any action that may be taken at any
annual or special meeting of stockholders, may be taken without a meeting,
without prior notice and without a vote, if a consent in writing setting forth
the action so taken shall be signed by the holders of outstanding stock having
not less than the minimum number of votes that would be necessary to authorize
or take such action
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at a meeting at which all shares entitled to vote thereon were present and
voted. Prompt notice of the taking of the corporate action without a meeting by
less than unanimous written consent shall be given to those stockholders who
have not consented in writing.
ARTICLE III
DIRECTORS
Section 1. Number and Term. The number of directors that shall
constitute the whole board shall be eight. Directors shall be elected at annual
meetings of stockholders, except as provided in section 2 of this article, and
each director shall hold office until a successor is elected and qualified or
until that director's earlier resignation or removal. Directors need not be
stockholders.
Section 2. Vacancies. Except as otherwise required by law or by the
certificate of incorporation, any vacancy on the board of directors, including a
newly-created directorship, may be filled by a majority of the directors then in
office, although less than a quorum, or by a sole remaining director.
Notwithstanding the foregoing, if any of the directors of the corporation in
office (i) immediately following the distribution to stockholders of the
corporation on a share-for-share basis of all of the outstanding shares of
Medicus Systems Software, Inc. (the "Distribution"), and (ii) prior to the
mergers of wholly-owned subsidiaries of the corporation into Managed Care
Solutions, Inc., Ventana Health Systems, Inc. and Arizona Health Concepts, Inc.
(the "Mergers"), shall cease for any reason to serve as a director of the
corporation at any time prior to the next annual meeting of stockholders of the
corporation following the effective date of the Mergers, then the resulting
vacancy shall be filled by a majority of the directors referred to in this
sentence then serving as directors. If there are no directors in office, then an
election of directors may be held in the manner provided by law.
Section 3. Powers. The business and affairs of the corporation shall
be managed by or under the direction of the board of directors, which may
exercise all such powers of the corporation and do all such lawful acts and
things as are not by law or by the certificate of incorporation or by these
bylaws directed or required to be exercised or done by the stockholders.
Section 4. Place of Meetings. The board of directors of the
corporation may hold meetings, both regular and special, either within or
outside the state of Delaware.
Section 5. Regular Meetings. A regular meeting of the board of
directors shall be held without other notice than this bylaw immediately
following and at the same place as the annual meeting of stockholders. In the
event such meeting is not held at the time and place specified in the preceding
sentence, the meeting may be held at such time and place as shall be specified
in a notice given as hereinafter provided for special meetings of the board or
as shall be specified in written waivers signed by all of the directors. Other
regular meetings of the board may be held without notice at such time and at
such place as shall from time to time be determined by the board.
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Section 6. Special Meetings. Special meetings of the board of
directors may be called by the president and shall be called by the president or
secretary on the written request of two directors, on two days' notice to each
director, either personally or by mail or by telegram.
Section 7. Quorum. At any meeting of the board of directors a
majority of the whole board of directors shall constitute a quorum for the
transaction of business, and the act of a majority of the directors present at
any meeting at which there is a quorum shall be the act of the board of
directors, except as otherwise required by law or by the certificate of
incorporation. If there is not a quorum at a meeting of the board, a majority of
the directors present may adjourn the meeting from time to time without further
notice.
Section 8. Action by Written Consent. Unless otherwise restricted by
the certificate of incorporation or these bylaws, any action required or
permitted to be taken at a meeting of the board of directors or of any committee
thereof may be taken without a meeting, if all members of the board or
committee, as the case may be, consent thereto in writing and the writing or
writings are filed with the minutes of proceedings of the board or committee.
Section 9. Participation with Communications Equipment. Unless
otherwise restricted by law or by the certificate of incorporation or these
bylaws, members of the board of directors, or of any committee designated by the
board of directors, may participate in a meeting of the board of directors, or
of any committee, by conference telephone or similar communications equipment by
means of which all persons participating in the meeting can hear each other.
Section 10. Committees of Directors. The board of directors may, by
resolution passed by a majority of the whole board, designate one or more
committees, each committee to consist of one or more of the directors of the
corporation. The board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee. In the absence or disqualification of a member of a
committee, the member or members thereof present at any meeting and not
disqualified from voting, whether or not he or they constitute a quorum, may
unanimously appoint another member of the board of directors to act at the
meeting in the place of any such absent or disqualified member.
Any such committee, to the extent provided in the resolution of the
board of directors, shall have and may exercise all of the powers and authority
of the board of directors in the management of the business and affairs of the
corporation, and may authorize the seal of the corporation to be affixed to all
papers which may require the seal; but no such committee shall have the power or
authority in reference to amending the certificate of incorporation, adopting an
agreement of merger or consolidation, recommending to the stockholders the sale,
lease or exchange of all or substantially all of the corporation's property and
assets, recommending to the stockholders a dissolution of the corporation or a
revocation of a dissolution, or amending the bylaws of the corporation; and,
unless the resolution or the certificate of incorporation expressly so provide,
no such committee shall have the power or authority to declare a dividend or to
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authorize the issuance of stock. Such committee or committees shall have such
name or names as may be determined from time to time by resolution adopted by
the board of directors.
Section 11. Minutes of Meetings. Each committee shall keep regular
minutes of its meetings and shall furnish them to the board of directors when
required.
Section 12. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors. The receipt of such compensation
shall not preclude any director from serving the corporation in any other
capacity and receiving compensation therefor. Members of special or standing
committees may be allowed like compensation for attending committee meetings.
The directors may be reimbursed for any expenses of attending meetings of the
board of directors and of committees of the board.
ARTICLE IV
NOTICES
Section 1. Method of Giving Notice. Whenever, under any provision of
the statutes or of the certificate of incorporation or of these bylaws, notice
is required to be given to any director or stockholder, it shall not be
construed to mean personal notice, but such notice may be given in writing, by
mail, addressed to such director or stockholder, at that person's address as it
appears on the records of the corporation, with postage thereon prepaid, and
such notice shall be deemed to be given at the time the same is deposited in the
United States mail. Notice to directors may also be given by telegram.
Section 2. Waiver of Notice. Whenever notice is required to be given
under any provision of law or of the certificate of incorporation or of these
bylaws, a written waiver of such notice, signed by the person or persons
entitled to notice, whether before or after the time stated therein, shall be
deemed equivalent to such notice. Attendance of a person at a meeting shall
constitute a waiver of notice of such meeting, except when the person attends
the meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
ARTICLE V
OFFICERS
Section 1. Offices. The officers of the corporation shall be elected
by the board of directors and shall be a chairman, a president, a vice-
president, a secretary and a treasurer. In addition, the board of directors may
elect additional vice-presidents, and one or more assistant secretaries,
assistant treasurers and other subordinate officers. Any number of offices may
be held by the same person, unless the certificate of incorporation or these
bylaws otherwise provide.
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Section 2. Annual Election. The board of directors at its first
meeting after each annual meeting of stockholders shall elect a president, one
or more vice-presidents, a secretary and a treasurer. If the election of
officers shall not be held at such meeting, such election shall be held as soon
thereafter as conveniently may be.
Section 3. Additional Officers. The board of directors may appoint
such other officers and agents as it shall deem necessary, who shall hold their
offices for such terms and shall exercise such powers and perform such duties as
shall be determined from time to time by the board.
Section 4. Compensation of Officers. The compensation of all officers
and agents of the corporation shall be fixed by or under the direction of the
board of directors.
Section 5. Term of Office and Vacancy. Each officer shall hold office
until a successor is chosen and qualifies or until the officer's earlier
resignation or removal. Any officer elected or appointed by the board of
directors may be removed at any time by the board of directors. Any vacancy
occurring in any office of the corporation shall be filled by the board of
directors.
Section 6. Chairman. The chairman shall preside at all meetings of
stockholders and the board of directors, and shall have the general powers and
duties of supervision of the management of the business and affairs of the
corporation and its officers and agents. He shall have the power to execute
bonds, mortgages and other contracts, agreements and instruments, except where
required or permitted by law to be otherwise signed and executed, and except
where the signing and execution thereof shall be expressly delegated by the
board of directors to some other officer or agent of the corporation.
Section 7. President. The president shall have general and active
management of the business and affairs of the corporation and shall see that all
orders and resolutions of the board of directors and the chairman are carried
into effect. In the absence of the chairman or in the event of his disability,
the president shall perform the duties of the chairman, and when so acting,
shall have the power of and be subject to all the restrictions upon the
chairman. In addition, the president shall have the power to execute bonds,
mortgages and other contracts, agreements and instruments, except where required
or permitted by law to be otherwise signed and executed, except where the
chairman elects to exercise such power as the chief executive officer of the
corporation and except where the signing and execution thereof shall be
expressly delegated by the board of directors to some other officer or agent of
the corporation.
Section 8. Vice-Presidents. In the absence of the president or in the
event of the disability of the president, the vice-president (or if there be
more than one, the vice-presidents in the order designated, or in the absence of
any designation, then in the order of their most recent election) shall perform
the duties of the president and when so acting shall have all the powers of and
be subject to all the restrictions upon the president. The vice-president shall
perform such other duties and have such other powers as the board of directors
or the president may from time to time prescribe.
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Section 9. General Counsel. The General Counsel shall serve the
corporation in the capacity of general counsel and general legal adviser and
shall perform such other duties and have such other powers as the board of
directors or the chairman may from time to time prescribe.
Section 10. Secretary. The secretary shall (a) attend all meetings of
the board of directors and all meetings of the stockholders and record all of
the proceedings of the meetings of the board of directors and of the
stockholders in a book to be kept for that purpose and perform like duties for
the standing committees when required, (b) give, or cause to be given, notice of
all special meetings of the board of directors and all meetings of the
stockholders and (c) shall perform such other duties as may be prescribed by the
board of directors or the president, under whose supervision he shall be. The
secretary shall have custody of the corporate seal of the corporation and the
secretary, or an assistant secretary, shall have authority to affix it to any
instrument requiring the seal, and when so affixed, the seal may be attested by
the signature of such officer. The board of directors may give general authority
to any other officer to affix the seal of the corporation and to attest the
affixing by signature.
Section 11. Assistant Secretaries. The assistant secretary (or if
there be more than one, the assistant secretaries in the order determined by the
board of directors, or if there be no such determination, then in the order of
their most recent election or appointment) shall, in the absence of the
secretary or in the event of the disability of the secretary, perform the duties
and exercise the powers of the secretary and shall perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 12. Treasurer. The treasurer shall (a) have custody of the
corporate funds and securities, (b) keep full and accurate accounts of receipts
and disbursements in books belonging to the corporation, (c) deposit all moneys
and other valuable effects in the name and to the credit of the corporation in
such depositories as may be designated by the board of directors, (d) disburse
the funds of the corporation as may be ordered by the board of directors, taking
proper vouchers for such disbursements, (e) render to the president and the
board of directors, at its regular meetings, or when the board of directors so
requests, an account of all the transactions of the treasurer and of the
financial condition of the corporation, (f) if requested by the board of
directors, give the corporation a bond (which shall be renewed every six years)
in such sum and with such surety or sureties as shall be satisfactory to the
board of directors for the faithful performance of the duties of office and for
the restoration to the corporation, in case of the death, resignation,
retirement or removal from office of the treasurer, of all books, papers,
vouchers, money and other property of whatever kind in his possession or under
his control belonging to the corporation, and (g) perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 13. Assistant Treasurers. The assistant treasurer (or if
there shall be more than one, the assistant treasurers in the order determined
by the board of directors, or if there be no such determination, then in the
order of their most recent election or appointment) shall, in the absence of the
treasurer or in the event of the disability of the treasurer, perform the duties
and
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exercise the powers of the treasurer and shall perform such other duties and
have such other powers as the board of directors or the president may from time
to time prescribe.
Section 14. Vice Chairman. The vice chairman, in the absence of the
chairman, shall preside at all meetings of stockholders and directors, and shall
possess the same power as the chairman to sign all certificates, bonds,
mortgages, contracts and other instruments of the corporation which may be
authorized by the board of directors. During the absence or disability of the
chairman, he shall exercise all the power and discharge all the duties of the
chairman and shall perform all such other duties as are incident to his office
or are properly required of him by the board of directors.
ARTICLE VI
STOCK CERTIFICATES
Section 1. Right of Holder to Certificate. Every holder of stock in
the corporation shall be entitled to have a certificate signed by, or in the
name of the corporation by, the chairman, the president or a vice-president and
the treasurer or an assistant treasurer, or the secretary or an assistant
secretary of the corporation, certifying the number of shares owned by the
holder in the corporation.
Section 2. Facsimile Signatures. Any or all of the signatures on the
certificate may be facsimile. In the event any officer who has signed or whose
facsimile signature has been placed upon a certificate shall have ceased to be
such officer before such certificate is issued, the certificate may be issued by
the corporation with the same effect as if he were such officer at the date of
issue.
Section 3. Lost Certificates. The board of directors may direct a new
certificate or certificates to be issued in place of any certificate or
certificates theretofore issued by the corporation alleged to have been lost,
stolen or destroyed, upon the making of an affidavit of that fact by the person
claiming the certificate of stock to be lost, stolen or destroyed. When
authorizing such issuance of a new certificate or certificates, the board of
directors may, in its discretion and as a condition precedent to the issuance
thereof, require the owner of such lost, stolen or destroyed certificate or
certificates, or the legal representation of the owner, to advertise the same in
such manner as it shall require or to give the corporation a bond in such sum as
it may direct as indemnity against any claim that may be made against the
corporation in connection with the certificate alleged to have been lost, stolen
or destroyed, or both.
Section 4. Registration of Transfers. Upon surrender to the
corporation or the transfer agent of the corporation of a certificate for shares
duly endorsed or accompanied by proper evidence of succession, assignation or
authority to transfer, the corporation or its transfer agent shall issue a new
certificate to the person entitled thereto, cancel the old certificate and
record the transaction upon its stock records.
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Section 5. Record Date. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or allotment of any rights, or entitled to exercise any rights in
respect of any change, conversion or exchange of stock or for the purpose of any
other lawful action, the board of directors may fix, in advance, a record date,
which shall not be more than sixty nor less than ten days before the date of
such meeting, nor more than sixty days prior to any other action. A
determination of stockholders of record entitled to notice of or to vote at a
meeting of stockholders shall apply to any adjournment of the meeting; provided,
however, that the board of directors may fix a new record date for the adjourned
meeting.
Section 6. Registered Stockholders. The corporation shall be entitled
to recognize the exclusive right of a person registered in its stock records as
the owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such shares or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise required
by law.
ARTICLE VII
OTHER PROVISIONS
Section 1. Dividends. Dividends upon the capital stock of the
corporation, subject to the provisions of the certificate of incorporation, if
any, may be declared by the board of directors at any regular or special
meeting, pursuant to law. Dividends may be paid in cash, in property, or in
shares of capital stock, subject to the provisions of the certificate of
incorporation and requirements of law.
Section 2. Signatures on Checks and Notes. All checks or demands for
money and notes of the corporation shall be signed by such officer or officers
or such other person or persons as the board of directors may from time to time
designate.
Section 3. Fiscal Year. The fiscal year of the corporation shall end
on the last day of May.
Section 4. Seal. The corporate seal shall be inscribed with the name
of the corporation and the words "Corporate Seal" and "Delaware." The seal may
be used by causing it or a facsimile thereof to be impressed or affixed or in
any other manner reproduced.
Section 5. Indemnification of Directors, Officers and Others. Each
person who is or was a director or officer of the corporation or a subsidiary of
the corporation and each person who serves or served at the request of the
corporation as a director or officer (or equivalent) of another corporation,
partnership, joint venture, trust or other enterprise (and the heirs, executors,
administrators and estates of any such persons), shall be indemnified by the
corporation in accordance with, and to the fullest extent authorized by, the
provisions of the General
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Corporation Law of the State of Delaware as it may from time to time be amended,
except as to any action, suit or proceeding brought by or on behalf of the
director or officer of the corporation without prior approval of the board of
directors. Each person who is or was an employee or agent of this corporation,
and each person who serves or has served as an employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, may be
similarly indemnified at the discretion of the board of directors. The
indemnification provided by this Section 5 shall not be deemed exclusive of any
other rights to which a person seeking indemnification may be entitled under any
bylaw, 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. The corporation shall have power 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 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 bylaw or the
Delaware General Corporation Law.
ARTICLE VIII
AMENDMENTS
These bylaws may be altered, amended or repealed and new bylaws may be
adopted by the stockholders or by the board of directors, when such power is
conferred upon the board of directors by the certificate of incorporation, at
any regular meeting of the stockholders or of the board of directors or at any
special meeting of the stockholders or of the board of directors if notice of
such alteration, amendment, repeal or adoption of new bylaws was contained in
the notice of such special meeting.
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Exhibit 5
BELL, BOYD & LLOYD
THREE FIRST NATIONAL PLAZA
70 WEST MADISON STREET, SUITE 3300
CHICAGO, ILLINOIS 60602-4207
312 371-1121
FAX 312 372-2098
May 31, 1996
Managed Care Solutions, Inc.
2510 West Dunlap Avenue, Suite 100
Phoenix, Arizona 85021
1995 Stock Option Plan,
1995 Directors' Stock Option Plan and
Employee Stock Purchase Plan
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as counsel to Managed Care Solutions, Inc., a Delaware
corporation (the "Company"), in connection with the preparation, execution and
filing of the registration statement on Form S-8 of the Company (the
"Registration Statement"), which covers an aggregate of 960,000 shares of common
stock, $.01 par value, of the Company (the "Shares"), offered under the
Company's 1995 Stock Option Plan, 1995 Directors' Stock Option Plan and Employee
Stock Purchase Plan (collectively, the "Plans"). We have examined originals, or
copies certified or otherwise identified to our satisfaction, of the Plans and
such other documents, corporate and other records, certificates and other papers
as we deemed it necessary to examine for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
1. The Company is a corporation duly organized and legally existing
under the law of the State of Delaware.
2. The Company has taken all action necessary to authorize (i) the
Plans, (ii) the granting of options pursuant to the Plans, and
(iii) the issuance of shares of its common stock, $.01 par value,
in accordance with the Plans and upon the exercise of options
granted pursuant to the Plans.
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Managed Care Solutions, Inc.
May 31, 1996
Page 2
3. The Shares, when issued and paid for in accordance with the Plans
and upon the exercise of options granted pursuant to the Plans
will, upon such issuance, constitute legally issued, fully paid
and nonassessable shares of common stock, $.01 par value, of the
Company.
We hereby consent to the filing of this Opinion Letter as an exhibit
to the registration statement for the registration of the Shares under the
Securities Act of 1933. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933.
Very truly yours,
Bell, Boyd & Lloyd
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EXHIBIT 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Managed Care Solutions, Inc. (formerly named Medieus
Systems Corporation) of our report dated March 4, 1996 appearing on page F-2 of
the Company's Form 8-K dated March 1, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 30, 1996
34
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EXHIBIT 23(b)(1)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 22, 1996, which relates to our
audits of the financial statements of Managed Care Solutions of Arizona, Inc.
(formerly Managed Care Solutions, Inc.) for the years ended December 31, 1995
and 1994 and the period from April 1, 1993 (date of inception) to December 31,
1993 contained in the Registrant's Form 8-K/A-1 dated March 1, 1996.
Miller, Wagner & Company, Ltd.
Phoenix, Arizona
May 30, 1996
35
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EXHIBIT 23(b)(2)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 3, 1995, which relates to our
audits of the financial statements of Ventana Health Systems, Inc. for the years
ended September 30, 1995 and 1994 appearing on page F-25 of the Registrant's
proxy statement/prospectus dated January 25, 1996 included in the Registrant's
registration statement on Form S-4 (registration no. 333-558).
Miller, Wagner & Company, Ltd.
Phoenix, Arizona
May 30, 1996
36
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EXHIBIT 23(b)(3)
INDEPENDENT AUDITORS' CONSENT
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated November 10, 1995, which relates to
our audits of the financial statements of Arizona Health Concepts, Inc. for the
years ended September 30, 1995 and 1994 appearing on page F-39 of the
Registrant's proxy statement/prospectus dated January 25, 1996 included in the
Registrant's registration statement on Form S-4 (registration no. 333-558).
Miller, Wagner & Company, Ltd.
Phoenix, Arizona
May 30, 1996
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EXHIBIT 23(c)(1)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Ventana Health Systems, Inc.:
We consent to the incorporation by reference in the Form S-8 Registration
Statement of Managed Care Solutions, Inc. of our report dated December 3, 1993,
with respect to the balance sheet of Ventana Health Systems, Inc. as of
September 30, 1993, and the related statements of income, changes in
stockholders' equity, and cash flows for the year ended September 30, 1993.
KPMG Peat Marwick LLP
Phoenix, Arizona
May 30, 1996
38
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EXHIBIT 23(c)(2)
CONSENT OF INDEPENDENT ACCOUNTANTS
The Board of Directors
Arizona Health Concepts, Inc.:
We consent to the incorporation by reference in the Form S-8 Registration
Statement of Managed Care Solutions, Inc. of our report dated December 3, 1993,
with respect to the balance sheet of Arizona Health Concepts, Inc. as of
September 30, 1993, and the related statements of operations, changes in
stockholders' equity (deficit), and cash flows for the year ended September 30,
1993.
KPMG Peat Marwick LLP
Phoenix, Arizona
May 30, 1996
39
