ACCESS HEALTH INC, S-8, 1997-04-04

ACCESS HEALTH INC
S-8, 1997-04-04
MISC HEALTH & ALLIED SERVICES, NEC

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<PAGE>

As filed with the Securities and Exchange Commission on April 4, 1997
Registration No. 333-_____
================================================================================

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------------

FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933

----------------------

ACCESS HEALTH, INC.
(Exact name of Registrant as specified in its charter)

----------------------

DELAWARE 68-0163589
-------- ----------
(State of incorporation) (I.R.S. Employer Identification No.)

11020 White Rock Road
Rancho Cordova, California 95670
(Address, including zip code, of Registrant's principal executive offices)

----------------------

NON-QUALIFIED STOCK OPTION AGREEMENTS

(Full title of the plan)

----------------------

Thomas E. Gardner
President and Chief Executive Officer
Access Health, Inc.
11020 White Rock Road
Rancho Cordova, California 95670
(916)-851-4000
(Name, address, and telephone number, including area code, of agent for service)

----------------------

Copy to:
Barry E. Taylor, Esq.
Wilson Sonsini Goodrich & Rosati
Professional Corporation
650 Page Mill Road
Palo Alto, CA 94304
(415) 493-9300

================================================================================
<PAGE>

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=======================================================================================================================
Proposed Proposed
Maximum Maximum
Title of Each Class Amount Offering Aggregate Amount of
of Securities to to be Price Offering Registration
be Registered Registered Per Share Price Fee
- -----------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value
To be issued pursuant to Non-Qualified
Stock Option Agreements................. 263,000 shares $48.23 (1) $12,684,490.00 $3,844.00
- -----------------------------------------------------------------------------------------------------------------------
Total................................... 263,000 shares ---------- $12,684,490.00 $3,844.00
=======================================================================================================================
</TABLE>
- ---------------------------
(1) Computed in accordance with Rule 457(h) under the Securities Act of 1933,
as amended. Such computation is based on the weighted average exercise
price of $32.25 per share with respect to 33,000 outstanding options and on
the price of $50.625 per share with respect to 230,000 outstanding options.

================================================================================

<PAGE>

ACCESS HEALTH, INC.
REGISTRATION STATEMENT ON FORM S-8

PART II

INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference
---------------------------------------

There are hereby incorporated by reference in this Registration
Statement the following documents and information heretofore filed by Access
Health, Inc. (the "Company") with the Securities and Exchange Commission:

(1) The Company's current report on Form 8-K dated November 18,
1996 and filed with the Commission on November 26, 1996.

(2) The Company's Definitive Proxy Statement pursuant to Schedule
14A filed with the Commission on October 18, 1996.

(3) The Company's Annual Report on Form 10-K for the fiscal year
ended September 30, 1996.

(4) The Company's current report on Form 8-K/A dated November 18,
1996 and filed with the Commission on January 31, 1997.

(5) The Company's current report on Form 8-K dated February 6,
1997 and filed with the Commission on February 7, 1997.

(6) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on December 24, 1991.

All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 and 15(d) of the Exchange Act on or after the date of this Registration
Statement and prior to the filing of a post-effective amendment which indicates
that all securities offered have been sold or which deregisters all securities
then remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date of filing of such
documents.

Item 4. Description of Securities.
-------------------------

Not applicable.

Item 5. Interests of Named Experts and Counsel.
--------------------------------------

Not applicable.

<PAGE>

Item 6. Indemnification of Directors and Officers.
-----------------------------------------

Pursuant to Section 102(b)(7) of the Delaware General Corporation Law
(the "DGCL"), Article X of the Company's Restated Certificate of Incorporation
(the "Restated Certificate of Incorporation") eliminates the liability of the
Company's directors to the Company or its stockholders, except for liabilities
related to breach of duty of loyalty, actions not in good faith and certain
other liabilities.

Section 145 of the DGCL provides for indemnification by the Company of
its directors and officers. In addition, Article VI of the Company's Bylaws
requires the Company to indemnify any current or former director of officer to
the fullest extent permitted by the DGCL. In addition, the Company has entered
into indemnity agreements with its directors and executive officers that
obligate the Company to indemnify such directors and executive officers to the
fullest extent permitted by the DGCL. The Company also maintains officers' and
directors' liability insurance, which insures against liabilities that officers
and directors of the Company may incur in such capacities.

In addition, pursuant to an Agreement and Plan of Reorganization dated
as of September 3, 1996 (the "Merger Agreement") between the Company, Informed
Access Systems, Inc. ("Informed Access") and Access Acquisition Corp., a
wholly-owned subsidiary of the Company, (a copy of which is annexed to the
Company's Proxy Statement/Prospectus dated October 19, 1996 which is a part of
the Company's Registration Statement on Form S-4 filed with the Commission
(File No. 333-13930)), the Company will cause Informed Access, a wholly-owned
subsidiary of the Company, to the fullest extent permitted under applicable
law, to indemnify each current or former officer or director of Informed
Access against and from any losses that are based on, or that arise out of,
the fact that such person is or was an officer or director of Informed Access.
In addition, the Merger Agreement provides that the Company will use
reasonable efforts to assist in the defense of any matter asserted in any
claim, action, suit, proceeding or investigation against such person where
such person is entitled to indemnification under applicable law.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the Delaware General Corporation Law, the
Company's Certificate of Incorporation, the foregoing Bylaw provisions or the
Company's indemnification agreements, the Company has been informed that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities 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 a successful
defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered
hereunder, the Company will, unless in the opinion of its counsel the question
has already 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 and will be governed by
the final adjudication of such issue.

Item 7. Exemption from Registration Claimed.
-----------------------------------

Not applicable.

II-2
<PAGE>

Item 8. Exhibits.
--------
<TABLE>
<CAPTION>
Exhibit
Number Description
------- -----------------------------------------------------------------
<S> <C>
4.1 Option Agreement between the Company and Thomas E. Gardner.
4.2 Form of Option Agreement between the Company and Julie A. Brooks.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen LLP, Independent Public Accountants.
24.1 Power of Attorney (see page II-5).
</TABLE>

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 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.

(2) That, for the purpose of determining any liability under
the Securities Act, 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 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.

C. Insofar as indemnification for liabilities arising under the
Securities Act 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 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 and will be governed by the final adjudication of such issue.

II-3
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act, 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 undesigned, thereunto duly
authorized, in the City of Rancho Cordova, State of California, on March 12,
1997.

ACCESS HEALTH, INC.

By: /s/ Thomas E. Gardner
------------------------------------------
Thomas E. Gardner
President and Chief Executive Officer

II-4
<PAGE>

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Thomas E. Gardner and John V. Crisan and
each of them, as his attorney-in-fact, with full power of substitution in each,
for him in any and all capacities to sign any amendments to this Registration
Statement on Form S-8, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that said attorney-in-fact, or his
substitutes, may 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 below by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature Capacity Date
- --------------------------------- -------------------------------------------------- -------------------------
<S> <C> <C>
/s/ Thomas E. Gardner President, Chief Executive Officer March 12, 1997
- --------------------------------- (Principal Executive Officer)
Thomas E. Gardner and Director

/s/ John V. Crisan Senior Vice President of Finance and Chief March 12, 1997
- --------------------------------- Financial Officer
John V. Crisan (Principal Financial and Accounting Officer)

/s/ John R. Durant Director March 12, 1997
- ---------------------------------
John R. Durant, M.D.

/s/ Kinney L. Johnson Director March 12, 1997
- ---------------------------------
Kinney L. Johnson

/s/ Richard C. Miller Director March 12, 1997
- ---------------------------------
Richard C. Miller

/s/ Kenneth B. Plumlee Director March 12, 1997
- ---------------------------------
Kenneth B. Plumlee

/s/ Brent Rider Director March 12, 1997
- ---------------------------------
Brent Rider

/s/ Frank Washington Director March 12, 1997
- ---------------------------------
Frank Washington
</TABLE>
II-5
<PAGE>

INDEX TO EXHIBITS

Exhibit
Number Description
- ------------- ----------------------------------------------------------------
<S> <C>
4.1 Option Agreement between the Company and Thomas E. Gardner.
4.2 Form of Option Agreement between the Company and Julie A. Brooks.
5.1 Opinion of counsel as to legality of securities being registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP, Independent Auditors.
23.3 Consent of Arthur Andersen, Independent Public Accountants.
24.1 Power of Attorney (see page II-5).
</TABLE>

<PAGE>

EXHIBIT 4.1

ACCESS HEALTH, INC.

STOCK OPTION AGREEMENT

I. NOTICE OF STOCK OPTION GRANT
----------------------------

Thomas E. Gardner

You have been granted an option to purchase Common Stock of Access Health,
Inc., a Delaware corporation (the "Company"), subject to the terms and
conditions of this Option Agreement, as follows:
<TABLE>
<S> <C>
Date of Grant May 30, 1996
-------------------------

Vesting Commencement Date May 8, 1997
-------------------------

Exercise Price per Share $50.625
-------------------------

Total Number of Shares Granted 230,000
-------------------------

Total Exercise Price $11,643,750
-------------------------

Type of Option: Incentive Stock Option
-------
X Nonstatutory Stock Option
-------

Term/Expiration Date May 30, 2006
-------------------------

</TABLE>

Vesting Schedule:
----------------

This Option shall be exercisable cumulatively to the extent of one-fifth of
the total number of shares subject to the Option on the Vesting Commencement
Date set forth above and an additional one-fifth of the total shares subject to
the Option at the end of each 12-month period thereafter.

Notwithstanding the foregoing, in the event of (i) a reorganization or
merger of the Company with or into any other corporation which will result in
the Company's shareholders immediately prior to such transaction not holding, as
a result of such transaction, at least 50% of the voting power of the surviving
or continuing entity; (ii) a sale of all or substantially all of the assets of
the corporation which will result in the Company's shareholders immediately
prior to such sale not holding, as a result
<PAGE>

of such sale, at least 5% of the voting power of the purchasing entity; or (iii)
a transaction or series of related transactions which result in more than 50% of
the voting power of the Company being controlled by a single holder, the Option
shall become fully exercisable on the business day immediately preceding such
reorganization, merger sale or transaction.

Termination Period:
------------------

This Option may be exercised to the extent exercisable on the date of
termination for one (1) year after the date of termination of employment or
consulting relationship, or such longer period as may be applicable upon death
or Disability of Optionee as provided in Sections 8 and 9 of this Agreement, but
in no event later than the Term/Expiration Date as provided above.

II. AGREEMENT
---------

1. Definitions. As used herein, the following definitions shall apply:
-----------

(a) "Administrator" means the Board or any of its Committees, which
-------------
Committees shall be constituted to satisfy Applicable Laws.

(b) "Applicable Laws" means the legal requirements relating to the
---------------
administration of stock option plans under U. S. state corporate laws, U.S.
federal and state securities laws, the Code and the applicable laws of any
foreign country or jurisdiction where Options are, or will be, granted under the
Plan.

(d) "Code" means the Internal Revenue Code of 1986, as amended.
----

(e) "Committee" means a Committee appointed by the Board.
---------

(f) "Common Stock" means the Common Stock of the Company.
------------

(g) "Consultant" means any person, including an advisor, engaged by
----------
the Company to render services and who is compensated for such services.

(h) "Director" means a member of the Board.
--------

(i) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.

(j) "Employee" means any person employed by the Company.
--------

-2-
<PAGE>

(k) "Fair Market Value" means, as of any date, the closing sales price
-----------------
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market trading day prior to the time of determination, as
reported in The Wall Street Journal or such other source as the Administrator
deems reliable.

(l) "Nonstatutory Stock Option" means an Option not intended to
-------------------------
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

(m) "Officer" means a person who is an officer of the Company within
-------
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.

(n) "Share" means a share of the Common Stock, as adjusted in
-----
accordance with Section 11 of this Agreement.

2. Grant of Option. The Administrator hereby grants to the Optionee
---------------
named in the Notice of Grant attached as Part I of this Agreement (the
"Optionee"), an option (the "Option") to purchase a number of Shares, as set
forth in the Notice of Grant, at the exercise price per share set forth in the
Notice of Grant (the "Exercise Price").

This Option is not intended to qualify as an Incentive Stock Option under
Section 422 of the Code.

3. Exercise of Option.
------------------

(a) Right to Exercise. This Option is exercisable during its term in
-----------------
accordance with the Vesting Schedule set out in the Notice of Grant and the
applicable provisions of this Option Agreement. In the event of Optionee's
death, disability or other termination of Optionee's employment or consulting
relationship, the exercisability of the Option is governed by the applicable
provisions of this Option Agreement and any employment agreement between
Optionee and the Company.

(b) Method of Exercise. This Option is exercisable (in whole or in
------------------
part) by delivery of an exercise notice, in the form attached as Exhibit A (the
"Exercise Notice"), which shall state the election to exercise the Option, the
number of Shares in respect of which the Option is being exercised (the
"Exercised Shares"), and such other representations and agreements as may
reasonably be required by the Company pursuant to the provisions of the Plan.
The Exercise Notice shall be signed by the Optionee and shall be delivered in
person or by certified mail to the Secretary of the Company. The Exercise Notice
shall be accompanied by payment of the aggregate Exercise Price as to all
Exercised Shares. This Option shall be deemed to be exercised upon receipt by
the Company of such fully executed Exercise Notice accompanied by such aggregate
Exercise Price.

-3-
<PAGE>

purposes the Exercised Shares shall be considered transferred to the Optionee on
the date the Option is exercised with respect to such Exercised Shares. To the
extent that Exercise Shares are not promptly issued to the Optionee upon any
exercise of the Option, the Company shall make the Optionee whole for any
resulting expense or loss of benefit.

4. Method of Payment. Payment of the aggregate Exercise Price shall be
-----------------
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) cash; or

(b) check; or

(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable, may
reasonably require to effect an exercise of the Option and delivery to the
Company of the sale or loan proceeds required to pay the exercise price; or

(d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option and to the extent reasonably required by the
Administrator, have been owned by the Optionee for more than six (6) months on
the date of surrender, and (ii) have a Fair Market Value on the date of
surrender equal to the aggregate Exercise Price of the Exercised Shares.

5. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution or
by gratuitous transfers to immediate family members or to trusts for their
benefit (collectively, "Permitted Transferees") and may be exercised during the
lifetime of Optionee only by the Optionee or by his Permitted Transferees. The
terms of this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.

6. Term of Option. This Option may be exercised only within the term set
--------------
out in the Notice of Grant, and may be exercised during such term only in
accordance with the terms of this Option Agreement.

7. Termination of Employment. Upon termination of an Optionee's status
-------------------------
as an Employee or Consultant (other than as a result of the Optionee's death or
Disability), the Optionee may exercise his or her Option, but (except as
otherwise provided in any written employment agreement between the Company and
the Optionee) only within one (1) year of such date and only to the extent that
the Optionee was entitled to exercise it at the date of such termination (and in
no event later than the expiration of the term of such Option as set forth in
this Agreement). Except as otherwise provided in any written employment
agreement between the Company and the Optionee, to the extent that Optionee was
not entitled to exercise an Option at the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate. For
purposes of this Section 7, an Optionee's change in status from: (i) Employee to
Consultant, (ii) Consultant to Employee, or (iii)

-4-
<PAGE>

Employee or Consultant to Officer shall not, unless otherwise reasonably
determined by the Administrator, be considered a termination of status as an
Employee or Consultant.

8. Disability of Optionee. Upon termination of an Optionee's status as
----------------------
an Employee or Consultant as a result of the Optionee's Disability, the Optionee
may exercise his or her Option, but only within one (1) year of such date and
only to the extent that the Optionee was entitled to exercise it at the date of
such termination (and in no event later than the expiration of the term of such
Option as set forth in this Agreement). To the extent that Optionee was not
entitled to exercise an Option at the date of such termination, and to the
extent that the Optionee does not exercise such Option (to the extent otherwise
so entitled) within the time specified herein, the Option shall terminate.

9. Death of Optionee. In the event of an Optionee's death, the
-----------------
Optionee's estate or a person who acquired the right to exercise the deceased
Optionee's Option by bequest or inheritance may exercise the Option, but only
within one (1) year of such date and only to the extent that the Optionee was
entitled to exercise it at the date of death (and in no event later than the
expiration of the term of such Option as set forth in this Agreement). To the
extent that Optionee was not entitled to exercise an Option at the date of
death, and to the extent that the Optionee's estate or a person who acquired the
right to exercise such Option does not exercise such Option (to the extent
otherwise so entitled) within the time specified herein, the Option shall
terminate.

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
------------------------------------------------------------------
Asset Sale.
- ----------

(a) Changes in Capitalization. Subject to any required action by the
-------------------------
stockholders of the Company, the number of shares of Common Stock covered by the
Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board. Except as expressly provided herein,
no issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to the Option.

(b) Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, the Administrator shall notify the
Optionee at least fifteen (15) days prior to the effective date of such proposed
transaction. The Administrator may declare that the Option shall terminate as of
a date determined by the Administrator and give the Optionee the right to
exercise his or her Option as to all or any part of the optioned stock,
including Shares which would not otherwise be exercisable. To the extent it has
not been previously exercised, the Option will terminate immediately prior to
the consummation of such proposed action.

-5-
<PAGE>

(c) Merger or Asset Sale. In the event of a merger of the Company
--------------------
with or into another corporation, or the sale of substantially all of the assets
of the Company, the Option will be assumed or an equivalent option or right
substituted by the successor corporation or a Parent or Subsidiary of the
successor corporation.

11. Tax Consequences. Some of the federal and state tax consequences
----------------
relating to this Option, as of the date of this Option, are set forth below.
THIS SUMMARY IS NECESSARILY INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE
SUBJECT TO CHANGE. THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING
THIS OPTION OR DISPOSING OF THE SHARES.

(a) Exercising the Nonqualified Stock Option ("NSO"). This Option
------------------------------------------------
does not qualify as an ISO. As a consequence, the optionee may incur regular
federal income tax and state income tax liability upon exercise. The Optionee
will be treated as having received compensation income (taxable at ordinary
income tax rates) equal to the excess, if any, of the fair market value of the
Exercised Shares on the date of exercise over their aggregate Exercise Price. If
the Optionee is an employee, the Company will be required to withhold from his
or her compensation or collect from Optionee and pay to the applicable taxing
authorities an amount equal to a percentage of this compensation income at the
time of exercise.

(b) Disposition of Shares. If the Optionee holds NSO Shares for at
---------------------
least one year, any gain realized on disposition of the Shares will be treated
as long-term capital gain for federal income tax purposes.

12. In the event of any inconsistency between the provisions of this
Agreement and the provisions of any written employment agreement that the
Company and Optionee may enter into, the provisions of the written employment
agreement (to the extent more favorable to the Optionee) shall control.

-6-
<PAGE>

OPTIONEE: ACCESS HEALTH, INC.

/s/ Thomas E. Gardner By: /s/ Kenneth B. Plumlee
- --------------------- ----------------------------
Signature

Thomas E. Gardner Title: Chairman
- --------------------- ------------------------
Print Name

-7-
<PAGE>

EXHIBIT A
---------

EXERCISE NOTICE

Access Health, Inc.
11020 White Rock Road, Suite 100
Rancho Cordova, CA 95670

Attention:

1. Exercise of Option. Effective as of today, __________, 199__, the
------------------
undersigned ("Purchaser") hereby elects to purchase __________ shares (the
"Shares") of the Common Stock of Access Health, Inc. (the "Company") under and
pursuant to the Stock Option Agreement dated as of October 30, 1996 (the "Option
Agreement"). The purchase price for the Shares shall be $32.25, as required by
the Option Agreement.

2. Delivery of Payment. Purchaser herewith delivers to the Company
-------------------
the full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that
----------------------------
Purchaser has received, read and understood the Option Agreement and agrees to
abide by and be bound by its terms and conditions.

4. Rights as Shareholder. Subject to the terms and conditions of
---------------------
this Agreement, Purchaser shall have all of the rights of a shareholder of the
Company with respect to the Shares from and after the date that Purchaser
delivers full payment of the Exercise Price until such time as Purchaser
disposes of the Shares.

5. Tax Consultation. Purchaser understands that Purchaser may suffer
----------------
adverse tax consequences as a result of Purchaser's purchase or disposition of
the Shares. Purchaser represents that Purchaser has consulted with any tax
consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for
any tax advice.
<PAGE>

6. Entire Agreement; Governing Law. The Option Agreement is
-------------------------------
incorporated herein by reference. This Agreement and the Option Agreement
constitute the entire agreement of the parties and supersede in their entirety
all prior undertakings and agreements of the Company and Purchaser with respect
to the subject matter hereof, and such agreement is governed by California law
except for that body of law pertaining to conflict of laws.

Submitted by: Accepted by:

PURCHASER: ACCESS HEALTH, INC.

By:
- -------------------------- ---------------------------
Signature

Its:
- -------------------------- --------------------------
Print Name

Address: Address:
- ------- -------

11020 White Rock Road, Suite 100
- -------------------------- Rancho Cordova, CA 95670

-2-

<PAGE>

EXHIBIT 4.2

ACCESS HEALTH, INC.

STOCK OPTION AGREEMENT

I. NOTICE OF STOCK OPTION GRANT
----------------------------

Julie A. Brooks

Vesting Commencement Date October 30, 1997
------------------------------------

Exercise Price per Share $32.25
------------------------------------

Total Number of Shares Granted 33,000
------------------------------------

Total Exercise Price $1,064,250
------------------------------------

Type of Option: Incentive Stock Option
--------
X Nonstatutory Stock Option
--------

Term/Expiration Date October 30, 2006
------------------------------------

</TABLE>

Vesting Schedule:
----------------

controlled by a single holder, the Option shall become fully exercisable on the
business day immediately preceding such reorganization, merger sale or
transaction.

Termination Period:
------------------

This Option may be exercised ot the extent exercisable or the date of
termination for one (1) year after the date of termination of employment or
consulting relationship, or such longer period as may be applicable upon death
or Disability of Optionee as provided in Sections 8 and 9 of this Agreement, but
in no event later than the Term/Expiration Date as provided above.

II. AGREEMENT
---------

1. Definitions. As used herein, the following definitions shall apply:
-----------

(a) "Administrator" means the Board or any of its Committees, which
-------------
Committees shall be constituted to satisfy Applicable Laws.

(d) "Code" means the Internal Revenue Code of 1986, as amended.
----

(e) "Committee" means a Committee appointed by the Board.
---------

(f) "Common Stock" means the Common Stock of the Company.
------------

(g) "Consultant" means any person, including an advisor, engaged by
----------
the Company to render services and who is compensated for such services.

(h) "Director" means a member of the Board.
--------

(i) "Disability" means total and permanent disability as defined in
----------
Section 22(e)(3) of the Code.

(j) "Employee" means any person employed by the Company.
--------

(k) "Fair Market Value" means, as of any date, the closing sales price
-----------------
(or the closing bid, if no sales were reported) as quoted on such exchange or
system for the last market

-2-
<PAGE>

trading day prior to the time of determination, as reported in The Wall Street
Journal or such other source as the Administrator deems reliable.

(l) "Nonstatutory Stock Option" means an Option not intended to
-------------------------
qualify as an incentive stock option within the meaning of Section 422 of the
Code.

(m) "Officer" means a person who is an officer of the Company within
-------
the meaning of Section 16 of the Securities Exchange Act of 1934, as amended.

(n) "Share" means a share of the Common Stock, as adjusted in
-----
accordance with Section 11 of this Agreement.

This Option is not intended to qualify as an Incentive Stock Option under
Section 422 of the Code.

3. Exercise of Option.
------------------

(b) Method of Exercise. This Option is exercisable by delivery of an
------------------
exercise notice, in the form attached as Exhibit A (the "Exercise Notice"),
which shall state the election to exercise the Option, the number of Shares in
respect of which the Option is being exercised (the "Exercised Shares"), and
such other representations and agreements as may be required by the Company
pursuant to the provisions of the Plan. The Exercise Notice shall be signed by
the Optionee and shall be delivered in person or by certified mail to the
Secretary of the Company. The Exercise Notice shall be accompanied by payment
of the aggregate Exercise Price as to all Exercised Shares. This Option shall be
deemed to be exercised upon receipt by the Company of such fully executed
Exercise Notice accompanied by such aggregate Exercise Price.

No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange or quotation service upon which the Shares
are then listed. Assuming such compliance, for income tax purposes the
Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Exercised Shares.

-3-
<PAGE>

4. Method of Payment. Payment of the aggregate Exercise Price shall be
-----------------
by any of the following, or a combination thereof, at the election of the
Optionee:

(a) cash; or

(b) check; or

(c) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the exercise price; or

(d) surrender of other Shares which (i) in the case of Shares
acquired upon exercise of an option, have been owned by the Optionee for more
than six (6) months on the date of surrender, and (ii) have a Fair Market Value
on the date of surrender equal to the aggregate Exercise Price of the Exercised
Shares.

5. Non-Transferability of Option. This Option may not be transferred in
-----------------------------
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by the Optionee. The
terms of this Option Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of Optionee.

7. Termination of Employment. Upon termination of an Optionee's status
-------------------------
as an Employee or Consultant (other than as a result of the Optionee's death or
Disability), the Optionee may exercise his or her Option, but only within one
(1) year of such date and only to the extent that the Optionee was entitled to
exercise it at the date of such termination (and in no event later than the
expiration of the term of such Option as set forth in this Agreement). To the
extent that Optionee was not entitled to exercise an Option at the date of such
termination, and to the extent that the Optionee does not exercise such Option
(to the extent otherwise so entitled) within the time specified herein, the
Option shall terminate. For purposes of this Section 7, an Optionee's change in
status from: (i) Employee to Consultant, (ii) Consultant to Employee, or (iii)
Employee or Consultant to Officer shall not, unless otherwise specified by the
Administrator, be considered a termination of status as an Employee or
Consultant.

-4-
<PAGE>

at the date of such termination, and to the extent that the Optionee does not
exercise such Option (to the extent otherwise so entitled) within the time
specified herein, the Option shall terminate.

10. Adjustments Upon Changes in Capitalization, Dissolution, Merger or
------------------------------------------------------------------
Asset Sale.
- ----------

(a) Changes in Capitalization. Subject to any required action by
-------------------------
the stockholders of the Company, the number of shares of Common Stock covered by
the Option, as well as the price per share of Common Stock covered by each such
outstanding Option, shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company
shall not be deemed to have been "effected without receipt of consideration."
Such adjustment shall be made by the Board, whose determination in that respect
shall be final, binding and conclusive. Except as expressly provided herein, no
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall affect, and no adjustment
by reason thereof shall be made with respect to, the number or price of shares
of Common Stock subject to the Option.

(b) Dissolution or Liquidation. In the event of the proposed
--------------------------
dissolution or liquidation of the Company, the Administrator shall notify the
Optionee at least fifteen (15) days prior to the effective date of such proposed
transaction. The Administrator may, in the exercise of its sole discretion,
declare that the Option shall terminate as of a date determined by the
Administrator and give the Optionee the right to exercise his or her Option as
to all or any part of the optioned stock, including Shares which would not
otherwise be exercisable. To the extent it has not been previously exercised,
the Option will terminate immediately prior to the consummation of such proposed
action.

-5-
<PAGE>

THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR
DISPOSING OF THE SHARES.

By your signature and the signature of the Company's representative below,
you and the Company agree that this Option is granted and governed by the terms
and conditions of this Option Agreement. Optionee has reviewed this Option
Agreement in its entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Option Agreement and fully understands all
provisions of the Option Agreement. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions relating to the Option Agreement.

-6-
<PAGE>

OPTIONEE: ACCESS HEALTH, INC.

By:
- --------------------------- --------------------------
Signature

Title:
- --------------------------- -----------------------
Print Name

-7-
<PAGE>

CONSENT OF SPOUSE
-----------------

The undersigned spouse of Optionee has read and hereby approves the terms
and conditions of this Option Agreement. In consideration of the Company's
granting his or her spouse the right to purchase Shares as set forth in this
Option Agreement, the undersigned hereby agrees to be irrevocably bound by the
terms and conditions of this Option Agreement and further agrees that any
community property interest shall be similarly bound. The undersigned hereby
appoints the undersigned's spouse as attorney-in-fact for the undersigned with
respect to any amendment or exercise of rights under this Option Agreement.

--------------------------------
Spouse of Optionee

-8-
<PAGE>

EXHIBIT A
---------

EXERCISE NOTICE

Access Health, Inc.
11020 White Rock Road, Suite 100
Rancho Cordova, CA 95670

Attention:

2. Delivery of Payment. Purchaser herewith delivers to the Company the
-------------------
full purchase price for the Shares.

3. Representations of Purchaser. Purchaser acknowledges that Purchaser
----------------------------
has received, read and understood the Option Agreement and agrees to abide by
and be bound by its terms and conditions.

4. Rights as Shareholder. Subject to the terms and conditions of this
---------------------
Agreement, Purchaser shall have all of the rights of a shareholder of the
Company with respect to the Shares from and after the date that Purchaser
delivers full payment of the Exercise Price until such time as Purchaser
disposes of the Shares.

6. Entire Agreement; Governing Law. The Option Agreement is incorporated
-------------------------------
herein by reference. This Agreement and the Option Agreement constitute the
entire agreement of the parties and supersede in their entirety all prior
undertakings and agreements of the Company and Purchaser with respect to the
subject matter hereof, and such agreement is governed by California law except
for that body of law pertaining to conflict of laws.

Submitted by: Accepted by:

PURCHASER: ACCESS HEALTH, INC.

By:
- ---------------------------- --------------------------
Signature

Its:
- ---------------------------- -------------------------
Print Name

Address: Address:
- ------- -------

- ---------------------------- 11020 White Rock Road, Suite 100
Rancho Cordova, CA 95670

-2-

<PAGE>

EXHIBIT 5.1

April 4, 1997

Access Health, Inc.
11020 White Rock Road
Rancho Cordova, California 95670

Re: Registration Statement on Form S-8
----------------------------------

Gentlemen:

We have examined the Registration Statement on Form S-8 to be filed by
you with the Securities and Exchange Commission on or about April 4, 1997 (the
"Registration Statement"), in connection with the registration under the
Securities Act of 1933, as amended, of 263,000 shares of your Common Stock (the
"Shares") which are to be issued pursuant to Non-Qualified Stock Option
Agreements (the "Agreements"). As your legal counsel, we have examined the
proceedings taken and are familiar with the proceedings proposed to be taken by
you in connection with the sale and issuance of the Shares pursuant to the
Agreements.

It is our opinion that, when issued and sold in the manner referred to
in the Agreements, the Shares will be legally and validly issued, fully paid and
nonassessable.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name wherever appearing in the
Registration Statement, including any Prospectus constituting a part thereof,
and any amendments thereto.

Very truly yours,

WILSON SONSINI GOODRICH & ROSATI
Professional Corporation

/s/ WILSON SONSINI GOODRICH & ROSATI

<PAGE>

Exhibit 23.2

CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Non-Qualified Stock Option Agreements of Access Health,
Inc. of our report dated October 31, 1996, except for Note 8 as to which the
date is November 18, 1996, with respect to the consolidated financial statements
and schedule of Access Health, Inc. included in its Annual Report on Form 10-K
for the year ended September 30, 1996, and our report dated October 31, 1996,
except for Note 2 as to which the date is November 18, 1996, with respect to the
supplemental consolidated financial statements of Access Health, Inc. included
in its Current Report on Form 8-K dated February 6, 1997, filed with the
Securities and Exchange Commission.

ERNST & YOUNG LLP
/s/ ERNST & YOUNG LLP

Sacramento, California
March 31, 1997

<PAGE>

EXHIBIT 23.3

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in the Registration Statement (Form S-8) dated April 4, 1997, of
our report dated March 12, 1996, related to the financial statements of
Informed Access Systems, Inc. as of December 31, 1995 and 1994, and after the
three year period ended December 31, 1995.

/s/ Arthur Andersen LLP

ARTHUR ANDERSEN LLP

Denver, Colorado
April 4, 1997