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As filed with the Securities and Exchange Commission on November 15, 1996
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
MDL INFORMATION SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-3167497
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
14600 CATALINA STREET
SAN LEANDRO, CALIFORNIA 94577
(Address of principal executive offices) (Zip Code)
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MDL INFORMATION SYSTEMS, INC.
1993 STOCK OPTION AND RESTRICTED STOCK PLAN
(Full title of the Plan)
STEVEN D. GOLDBY
CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER
MDL INFORMATION SYSTEMS, INC.
14600 CATALINA STREET, SAN LEANDRO, CALIFORNIA 94577
(Name and address of agent for service)
(510) 895-1313
(Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
===========================================================================================================
Title of Proposed Maximum Proposed Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) per Share(2) Price(2) Fee
---------- ------------- ------------ -------- ---
<S> <C> <C> <C> <C>
Options to purchase Common Stock 850,000 N/A N/A N/A
Common Stock, $0.01 par value 850,000 $17.0625 $14,503,125 $4,395
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the 1993 Stock Option and
Restricted Stock Plan by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
receipt of consideration which results in an increase in the number of
the outstanding shares of Common Stock of MDL Information Systems, Inc.
(2) Calculated solely for purposes of this offering under Rule 457(h) of
the Securities Act of 1933, as amended, on the basis of the average of
the high and low price per share of Common Stock of MDL Information
Systems, Inc. as reported on the Nasdaq National Market on November 12,
1996.
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PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
MDL Information Systems, Inc. (the "Registrant") hereby incorporates by
reference into this Registration Statement the following documents previously
filed with the Securities and Exchange Commission (the "Commission"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended March 31, 1996, as filed with the Commission;
(b) The Registrant's reports on Form 10-Q for the fiscal quarters
ended June 30, 1996, and September 30, 1996, as filed with the
Commission; and
(c) The Registrant's Registration Statement No. 0-21596 on Form
8-A filed with the Commission on July 15, 1993, together with
amendments thereto, pursuant to Section 12 of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), in which
there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed
pursuant to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of
this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby have been sold or
which deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a 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.
Item 6. Indemnification of Directors and Officers
Registrant's Bylaws provide that Registrant will indemnify its
directors and officers and may indemnify its employees and other agents to the
fullest extent permitted by law. Registrant believes that indemnification under
its Bylaws covers at least negligence and gross negligence by indemnified
parties, and permits Registrant to advance litigation expenses in the case of
stockholder derivative actions or other actions, against an undertaking by the
indemnified party to repay such advances if it is ultimately determined that the
indemnified party is not entitled to indemnification. Registrant maintains
liability insurance for its officers and directors.
In addition, Registrant's Certificate of Incorporation provides that,
pursuant to Delaware law, its directors shall not be liable for monetary damages
for breach of the directors' fiduciary duty as a director of Registrant and its
stockholders. This provision in the Certificate of Incorporation does not
eliminate the
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directors' fiduciary duty, and in appropriate circumstances equitable remedies
such as injunctive or other form of non-monetary relief will remain available
under Delaware law. In addition, each director will continue to be subject to
liability for breach of the director's duty of loyalty to Registrant for acts or
omissions not in good faith or involving intentional misconduct, for knowing
violations of law, for actions leading to improper personal benefit to the
director, and for payment of dividends or approval of stock repurchases or
redemptions that are unlawful under Delaware law. The provision also does not
affect a director's responsibilities under any other law, such as the federal
securities laws or state or federal environmental laws.
Registrant has entered into separate indemnification agreements with
its directors and officers. These agreements require Registrant, among other
things, to indemnify them against certain liabilities that may arise by reason
of their status or service as directors or officers (other than liabilities
arising from actions not taken in good faith or in a manner the indemnitee
believed to be opposed to the best interests of Registrant), to advance their
expenses incurred as a result of any proceeding against them as to which they
could be indemnified, and to obtain directors' insurance if available on
reasonable terms. Registrant has obtained liability insurance covering its
directors and officers. Registrant believes that its Certificate of
Incorporation and Bylaw provisions and indemnification agreements are necessary
to attract and retain qualified persons as directors and officers.
Item 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
Exhibit Number Exhibit
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5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of 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 1933 Act, (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 and (iii) to include any
material information with respect to the plan of distribution not previously
disclosed in this Registration Statement or any material change to such
information in this Registration Statement; provided, however, that clauses
(1)(i) and (1)(ii) shall not apply if the information required to be included in
a post-effective amendment by those paragraphs is
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contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the 1934 Act that are incorporated by reference into this
Registration Statement; (2) that for the purpose of determining any liability
under the 1933 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 and (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 Registrant's 1993 Stock Option and Restricted
Stock Plan.
B. The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference into 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. Insofar as indemnification for liabilities arising under
the 1933 Act may be permitted to directors, officers or controlling persons of
the Registrant pursuant to the indemnification provisions summarized in Item 6
or otherwise, the Registrant has been advised that, in the opinion of the
Commission, such indemnification is against public policy as expressed in the
1933 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 1933 Act and
will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 San Leandro, State of California on
this 14th day of November, 1996.
MDL INFORMATION SYSTEMS, INC.
By: /s/ Steven D. Goldby
Steven D. Goldby
Chief Executive Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of MDL Information
Systems, Inc., a Delaware corporation, do hereby constitute and appoint Steven
D. Goldby and John J. Hanlon, and either of them, the lawful attorneys-in-fact
and agents with full power and authority to do any and all acts and things and
to execute any and all instruments which said attorneys and agents, and either
one of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and either of the undersigned hereby ratifies and confirms
that all said attorneys and agents, or either one of them, shall do or cause to
be done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this
Power of Attorney as of the date indicated.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Steven D. Goldby Chief Executive Officer November 14, 1996
- --------------------- and Chairman of the Board
Steven D. Goldby (Principal Executive Officer)
/S John J. Hanlon Senior Vice President, Chief Financial November 14, 1996
- --------------------- Officer, Secretary and Treasurer
John J. Hanlon (Principal Financial and Accounting Officer)
</TABLE>
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<TABLE>
<CAPTION>
<S> <C> <C>
/s/ Thomas D. Jones President, Chief Operating Officer November 14, 1996
- -------------------- and Director
Thomas D. Jones
/s/ Peter W. Booth Director November 14, 1996
- --------------------
Peter W. Booth
/s/ Donald E. O'Neill Director November 14, 1996
- ----------------------
Donald E. O'Neill
/s/ David N. Strohm Director November 14, 1996
- --------------------
David N. Strohm
/s/ Pedro M. Cuatrecasas Director November 1, 1996
- -------------------------
Pedro M. Cuatrecasas
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Sequentially
- ------- ------------
Number Exhibit Numbered Page
- ------ ------- -------------
<S> <C>
5 Opinion and consent of Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Gunderson Dettmer Stough Villeneuve Franklin &
Hachigian, LLP is contained in Exhibit 5.
24 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
</TABLE>
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EXHIBIT 5
November 13, 1996
MDL Information Systems, Inc.
14600 Catalina Street
San Leandro, California 94577
Re: MDL Information Systems, Inc. (the "Company")
Registration Statement for Offering of 850,000
Shares of Common Stock
Ladies and Gentlemen:
We refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1933, as amended, of 850,000 shares of
Common Stock under the Company's 1993 Stock Option and Restricted Stock Plan. We
advise you that, in our opinion, when such shares have been issued and sold
pursuant to the applicable provisions of the 1993 Stock Option and Restricted
Stock Plan and in accordance with the Registration Statement, such shares will
be validly issued, fully paid and nonassessable shares of the Company's Common
Stock.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Gunderson Dettmer Stough Villeneuve
Franklin & Hachigian, LLP
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Exhibit 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the 1993 Stock Option and Restricted Stock Plan of MDL
Information Systems, Inc. of our report dated April 19, 1996, with respect to
the financial statements of MDL Information Systems, Inc. incorporated by
reference in its Annual Report (Form 10-K) for the year ended March 31, 1996,
and the related financial statement schedule included therein, filed with the
Securities and Exchange Commission.
Palo Alto, California
November 13, 1996
