<PAGE>
As filed with the Securities and Exchange Commission on August 26, 1997.
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
__________________________
PHYSICIAN SUPPORT SYSTEMS, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware 13-3624081
(State or other jurisdiction of (I. R. S. employer
incorporation or organization) identification number)
Route 230 and Eby-Chiques Road
Mt. Joy, Pennsylvania 17552
(Address, including zip code, of Registrant's principal executive offices)
Physician Support Systems, Inc.
Amended and Restated 1996 Stock Option Plan
(Full title of the plan)
DAVID S. GELLER
Senior Vice President
P.O. Box 127
Landisville, Pennsylvania 17552
(717) 653-5340
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
_______________________
Copies to:
KELLY VANCE, ESQ.
Howard, Darby & Levin
1330 Avenue of the Americas
New York, New York 10019
________________________
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each Amount offering aggregate Amount of
class of securities to be price per offering registration
to be registered registered(l) share(2) Price(2) fee
- --------------------- ------------- ------------ -------------- ------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.001
per share 849,750 $16.625 $14,127,094 $4,281
</TABLE>
================================================================================
(1) Pursuant to Rule 416, the registration statement also covers such
indeterminable additional securities as may become issuable as a
result of any future anti-dilution adjustment in accordance with the
terms of the Plan.
(2) The amount of the registration fee has been calculated in accordance
with Rule 457(h) based upon an exercise price of $16.625 per share,
which was the last sale price for the Common Stock reported on
Nasdaq on August 20, 1997.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents filed by Physician Support Systems, Inc. (the
"Company") with the Securities and Exchange Commission are incorporated herein
by reference:
(a) The Company's Annual Report on Form 10-K for the year ended December 31,
1996, as amended, filed pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended (i)
March 31, 1997 and (ii) June 30, 1997, filed pursuant to the Exchange Act;
(c) The Company's Current Reports on Form 8-K dated January 8, 1997 and
February 18, 1997, as such reports have been amended to date, filed
pursuant to the Exchange Act;
(d) The description of the Company's common stock, par value $.001 per share,
set forth in the section entitled "Description of Capital Stock" contained
in the Company's Amendment No. 5 to the Registration Statement on Form S-1
(File No. 33-80731), filed pursuant to the Securities Act of 1933, as
amended, filed on February 9, 1996, including any amendment or report
filed for the purpose of updating such description; and
(e) All documents filed by the Company pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Registration
Statement and prior to the filing of a post-effective amendment which
indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any 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.
-1-
<PAGE>
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
The Company's Certificate of Incorporation and Bylaws set forth the extent to
which officers or directors of the Company may be indemnified against any
liabilities which they may incur. The general effect of such provisions is that
any person made a party to an action, suit or proceeding by reason of the fact
that he is or was a director or officer of the Company, or of another
corporation or other enterprise for which he served as such at the request of
the Company, shall be indemnified by the Company against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding,
to the full extent permitted under the laws of the State of Delaware. The
Company's Certificate of Incorporation and Bylaws give the Board of Directors
the authority to extend such indemnification to employees of the Company as
well. These provisions of the Company's Certificate of Incorporation and Bylaws
are not exclusive of any other indemnification rights to which an officer or
director may be entitled, whether by contract or otherwise.
The general effect of the indemnification provisions contained in Section 145
of the Delaware General Corporation Law is as follows: A director or officer
who, by reason of such directorship or officership, is involved in any action,
suit or proceeding (other than an action by or in the right of the corporation)
may be indemnified by the corporation against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe that his conduct was unlawful.
A director or officer who, by reason of such directorship or officership, is
involved in any action or suit by or in the right of the corporation may be
indemnified by the corporation against expenses (including attorneys' fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification may be made in respect of any claim,
issue or matter as to which he shall have been adjudged to be liable to the
corporation unless and only to the extent that a court of appropriate
jurisdiction shall approve such indemnification.
The Company's Certificate of Incorporation provides that, to the maximum
extent permitted under the General Corporation Law of the State of Delaware, a
director of the Company shall not be personally liable to the Company or to any
of its stockholders for monetary damages for breach of fiduciary duty as a
director of the Company. Section 102(b)(7) of the Delaware General Corporation
Law permits a corporation to include in its charter a provision that eliminates
or limits the personal liability of a director to the corporation or its
-2-
<PAGE>
stockholders for monetary damages for breach of fiduciary duty as a director,
provided that such provision shall not eliminate or limit the liability of a
director (i) for any breach of the director's duty of loyalty to the corporation
or its stockholders, (ii) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the Delaware General Corporation Law or (iv) for any transaction
from which the director derived an improper personal benefit.
The Company maintains directors' and officers' liability insurance for its
executive officers and directors against certain liabilities.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not applicable.
Item 8. EXHIBITS
--------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's Registration
Statement on Form S-1 (No. 33-80731), as amended).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.1 of the
Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
1997).
4.3 Specimen Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1996).
4.4 Amended and Restated 1996 Stock Option Plan of Physician Support Systems,
Inc. (incorporated by reference to Exhibit 4.2 of the Company's Annual
Report on Form 10-K for the year ended December 31, 1996).
5 Opinion of Howard, Darby & Levin.
23.1 Consent of Deloitte & Touche LLP, independent certified public
accountants.
23.2 Consent of counsel, Howard, Darby & Levin (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
Item 9. UNDERTAKINGS
------------
The Company hereby undertakes:
-3-
<PAGE>
(1) To file, during any period in which offers or sales of the registered
securities are being made, a post-effective amendment to this Registration
Statement:
(a) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(b) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement; and
(c) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (a) and (b) above do not apply if the
- -----------------
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Company 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.
(4) That, for purposes of determining any liability under the Securities Act
of 1933, each filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by
reference in the Registration Statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter
-4-
<PAGE>
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
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 Mt. Joy, Commonwealth of Pennsylvania on August 26,
1997.
PHYSICIAN SUPPORT
SYSTEMS, INC.
By /s/ David S. Geller
-------------------
David S. Geller
Senior Vice President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints David S. Geller and Hamilton F. Potter III, and
each of them, or any one of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution, for and in his name, place and stead,
in any and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, or any of them, full
power and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, and each of them, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
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
dates indicated.
-5-
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Peter W. Gilson Chief Executive August 26, 1997
- ---------------------------- Officer and Director
Peter W. Gilson (principal executive officer)
/s/ Hamilton F. Potter III Executive Vice President August 26, 1997
- ---------------------------- of Corporate Development
Hamilton F. Potter III and Director
/s/ David S. Geller Senior Vice President, August 26, 1997
- ---------------------------- Chief Financial Officer
David S. Geller (principal accounting and
financial officer)
/s/ Mortimer Berkowitz III Director August 26, 1997
- ----------------------------
Mortimer Berkowitz III
/s/ Peter D. Cooper Director August 26, 1997
- ----------------------------
Peter D. Cooper
/s/ Richard W. Vague Director August 26, 1997
- ----------------------------
Richard W. Vague
</TABLE>
-6-
<PAGE>
INDEX TO EXHIBITS
Exhibits Description
- -------- -----------
4.1 Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 (No. 33-80731), as amended).
4.2 By-Laws of the Company (incorporated by reference to Exhibit 3.1 of
the Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1997).
4.3 Specimen Common Stock Certificate of the Company (incorporated by
reference to Exhibit 4.3 of the Company's Annual Report on Form 10-K
for the year ended December 31, 1996).
4.4 Amended and Restated 1996 Stock Option Plan of Physician Support
Systems, Inc. (incorporated by reference to Exhibit 4.2 of the
Company's Annual Report on Form 10-K for the year ended December 31,
1996).
5 Opinion of Howard, Darby & Levin.
23.1 Consent of Deloitte & Touche, LLP, independent certified public
accountants.
23.2 Consent of counsel, Howard, Darby & Levin (included in Exhibit 5).
24 Power of Attorney (included on the signature page of this Registration
Statement).
<PAGE>
Exhibit 5
[Letterhead of Howard, Darby & Levin]
August 26, 1997
Physician Support Systems, Inc.
Route 230 and Eby-Chiques Road
Mt. Joy, Pennsylvania 17552
Dear Sirs:
In connection with the registration under the Securities Act of 1933, as
amended (the "Act"), of 849,750 shares of common stock, par value $.00l per
share (the "Shares"), of Physician Support Systems, Inc., a Delaware corporation
(the "Company"), issuable by the Company upon the exercise of stock options
granted or to be granted pursuant to the Company's Amended and Restated 1996
Stock Option Plan (the "Plan"), we have reviewed such corporate records,
certificates and other documents, and such questions of law, as we have deemed
necessary or appropriate for the purposes of this opinion.
Based upon the foregoing, we are of the opinion that:
(1) The Shares have been duly authorized and reserved for issuance pursuant
to the Plan.
(2) When the registration statement on Form S-8 in respect of the Shares
has become effective under the Act and the Shares have been duly issued upon the
exercise of stock options pursuant to the Plan, and assuming compliance with the
Act, the Shares will be duly and validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ HOWARD, DARBY & LEVIN
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Physician Support Systems, Inc. on Form S-8 of our report dated March 20, 1997,
appearing in the Annual Report on Form 10-K of Physician Support Systems, Inc.
for the year ended December 31, 1996 and our report dated February 1, 1997 with
respect to Revenue Production Management, Inc. appearing in the Report on Form
8-K of Physician Support Systems, Inc. dated February 18, 1997.
/s/ DELOITTE & TOUCHE LLP
Deloitte & Touche LLP
New York, New York
August 26, 1997
