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REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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.)
7600 NORTH 16TH STREET, SUITE 150
PHOENIX, ARIZONA 85020
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
1996 STOCK OPTION PLAN, AND
1996 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
MANAGED CARE SOLUTIONS, INC. BELL, BOYD & LLOYD
7600 NORTH 16TH STREET, SUITE 150 THREE FIRST NATIONAL PLAZA
PHOENIX, ARIZONA 85020 CHICAGO, ILLINOIS 60602
ATTENTION: MICHAEL J. KENNEDY ATTENTION: WILLIAM G. BROWN
(602) 331-5100 (312) 372-1121
(NAME, ADDRESS AND TELEPHONE NUMBER OF AGENTS FOR SERVICE)
--------------------------------
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------- --------------------- --------------------- --------------------- --------------------
<S><C> <C> <C> <C> <C>
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
- ------------------------------- --------------------- --------------------- --------------------- --------------------
Common Stock, $.01 par value 320,000 Shares (2) $3.250 (3) $1,040,000 $315.15 (3)
- ------------------------------- --------------------- --------------------- --------------------- --------------------
</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 200,000 SHARES OF COMMON STOCK WHICH MAY BECOME
SUBJECT TO OPTIONS UNDER THE 1996 STOCK OPTION PLAN AND 120,000 SHARES OF
COMMON STOCK WHICH MAY BECOME SUBJECT TO OPTIONS UNDER THE 1996
NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN.
(3) 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 7,
1997, AS REPORTED BY THE WALL STREET JOURNAL (MIDWEST EDITION).
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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 annual report on Form 10-K for the year ended May 31,
1996, as amended by the Registrant's report on Form 10-K/A-1 filed on
September 30, 1996; and
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ended
August 31, 1996, November 30, 1996 and February 28, 1997; 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 by reference herein modifies or
supersedes such statement.
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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. The
William Gardner Brown Trust, of which Mr. Brown is a beneficiary, also holds
$300,000 in principal amount of the Registrant's Convertible Notes, which are
currently convertible into 77,922 shares of 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.
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(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.
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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.
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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 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.
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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 13, 1996.
MANAGED CARE SOLUTIONS, INC.
By /S/ JAMES A. BURNS
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James A. Burns
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/ RICHARD C. JELINEK Chairman and Director May 13, 1997
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Richard C. Jelinek
/S/ JAMES A. BURNS President, Vice Chairman, May 13, 1997
- --------------------------- Chief Executive Officer
James A. Burns and Director
Director
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Risa Lavizzo-Mourey
/S/ JOHN LINGENFELTER, M.D. Director May 13, 1997
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John Lingenfelter, M.D.
/S/ HENRY KALDENBAUGH, M.D. Director May 13, 1997
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Henry Kaldenbaugh, M.D.
/S/ WILLIAM G. BROWN Secretary and Director May 13, 1997
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William G. Brown
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Director
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Walter J. McNerney
/S/ MICHAEL J. KENNEDY Chief Financial May 13, 1997
- --------------------------- Officer (Principal
Michael J. Kennedy Financial and
Accounting Officer)
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INDEX TO EXHIBITS
The following are filed as part of this registration statement.
Exhibit
Number Description of Document
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4(a)(1) Conformed copy of Certificate of Incorporation of the
Registrant, as amended. (Incorporated by reference to Exhibit
4(a)(5) to the registrant's Registration Statement Number
333-04981 on Form S-8.)
4(b)(1) Conformed copy of Bylaws of the Registrant, as amended.
(Incorporated by reference to Exhibit 4(a)(3) to the
registrant's Registration Statement Number 333-04981 on
Form S-8.)
5 Opinion of Bell, Boyd & Lloyd.
15 None.
23(a) Consent of Price Waterhouse LLP
23(b) Consent of Bell, Boyd & Lloyd
(included in Exhibit 5).
24 None.
28 Not applicable.
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 9, 1997
Managed Care Solutions, Inc.
7600 North 16th Street, #150
Phoenix, Arizona 85020
Ladies and Gentlemen:
1996 Stock Option Plan and
1996 Non-Employee Directors' Stock Option Plan
Registration Statement on Form S-8
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 320,000 shares of common
stock, $.01 par value, of the Company (the "Shares"), offered under the
Company's 1996 Stock Option Plan and 1996 Non-Employee Directors' Stock Option
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.
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.
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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
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
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We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated August 28, 1996 appearing on page 22
of Managed Care Solutions, Inc.'s Annual Report on Form 10-K for the year ended
May 31, 1996.
PRICE WATERHOUSE LLP
Phoenix, Arizona
May 9, 1997
