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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)
1998 CEO STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
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)
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<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 400,000 Shares $4.00 $1,600,000 $445.80
- ---------------------------- ----------------- -------------- -------------- --------------------
</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 PLAN PURSUANT TO RULE 416(A) OF THE
SECURITIES ACT OF 1933.
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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, 1998; and
(b) The Registrant's quarterly reports on Form 10-Q for the quarters ended
August 31, 1998, November 30, 1998 and February 28, 1999; 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 Note and a warrant
to purchase 10,000 shares of Registrant's Common Stock. The note is 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. In addition, a Delaware
corporation is authorized to purchase insurance on behalf of its directors and
officers against liabilities whether or not in the circumstances the corporation
would have the power to indemnify against such liabilities under said section
and company has purchased policies providing such coverage.
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 which is incorporated here by reference.
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 June 8, 1999.
MANAGED CARE SOLUTIONS, INC.
By /S/ Michael D. Hernandez
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Chairman 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/ MICHAEL D. HERNANDEZ Chairman and June 8, 1999
- ------------------------ Chief Executive Officer
Michael D. Hernandez
/S/ RICHARD C. JELINEK Vice Chairman and Director June 8, 1999
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Richard C. Jelinek
/S/ RISA LAVIZZO-MOUREY Director June 8, 1999
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Risa Lavizzo-Mourey
/S/ JOHN LINGENFELTER, M.D. Director June 8, 1999
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John Lingenfelter, M.D.
Director
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Henry Kaldenbaugh, M.D.
/S/ WILLIAM G. BROWN Secretary and Director June 8, 1999
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William G. Brown
/S/ ROGERS K. COLEMAN Director June 8, 1999
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Rogers K. Coleman
/S/ MICHAEL J. KENNEDY Chief Financial Officer June 8, 1999
- ---------------------- (Principal Financial and
Michael J. Kennedy 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 PricewaterhouseCoopers LLP
23(b) Consent of Bell, Boyd & Lloyd (included in Exhibit 5).
24 None.
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
June 8, 1999
Managed Care Solutions, Inc.
7600 North 16th Street, #150
Phoenix, Arizona 85020
Ladies and Gentlemen:
1998 CEO 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 400,000 shares of
common stock, $.01 par value, of the Company (the "Shares"), offered under the
Company's 1998 CEO Stock Option Plan (the "Plan"). We have examined originals,
or copies certified or otherwise identified to our satisfaction, of the Plan 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 Plan,
(ii) the granting of options pursuant to the Plan, and (iii) the
issuance of shares of its common stock, $.01 par value, in accordance
with the Plan and upon the exercise of options granted pursuant to the
Plan.
3. The Shares, when issued and paid for in accordance with the Plan and
upon the exercise of options granted pursuant to the Plan 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
Exhibit 23(a)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated July 17, 1998 appearing on page 26 of
Managed Care Solutions, Inc.'s Annual Report on Form 10-K for the year ended
May 31, 1998.
PRICEWATERHOUSECOOPERS LLP
Phoenix, Arizona
June 7, 1999
