<PAGE>
As filed with the Securities and Exchange Commission on January 5, 1999
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________________________
REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
ONHEALTH NETWORK COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
WASHINGTON 7372 41-1686038
<S> <C> <C>
(State of incorporation or organization) Primary Standard Industrial (IRS Employer Identification No.)
Classification Code Number
</TABLE>
808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
(206) 583-0100
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number including area code, of
registrant's principal executive office)
ROBERT N. GOODMAN, CHIEF EXECUTIVE OFFICER
- --------------------------------------------------------------------------------
808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
(206) 583-0100
- --------------------------------------------------------------------------------
(Address of registrant's Principal Executive Offices)
ONHEALTH NETWORK COMPANY 1997 STOCK OPTION PLAN
(Full title of the plan)
________________________________________
MICHAEL D. CONWAY
VICE PRESIDENT
808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
__________________________________________
(Name and address of agent for service)
Copies of all communications to:
C. Kent Carlson
Christopher H. Cunningham
Preston Gates & Ellis LLP
5000 Columbia Seafirst Center
701 Fifth Avenue
Seattle, WA 98104
(206) 623-7580
<TABLE>
<CAPTION>
Title of each class Proposed Maximum Proposed Maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share* price* registration fee*
-------------------- ------------- ------------------- ------------------ ------------------
<S> <C> <C> <C> <C>
Common shares par
value $.01 1,750,000 $4.3125 $7,546,875 $2,098.03
---------
</TABLE>
<PAGE>
*ESTIMATED PURSUANT TO RULE 457(C) SOLELY FOR PURPOSES OF CALCULATING
AMOUNT OF REGISTRATION FEE, BASED UPON THE AVERAGE OF THE HIGH AND LOW PRICES
REPORTED ON DECEMBER 29, 1998, AS REPORTED ON THE NASDAQ STOCK MARKET.
The Exhibit Index appears after the Signature Page of this Registration
Statement.
2
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The documents containing the information specified in Part I of this
Registration Statement will be sent or given to eligible employees as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not required to be and are not filed with the
Securities and Exchange Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424. These documents and the documents incorporated by reference in this
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual Information.
Upon written or oral request, any of the documents incorporated by
reference in Item 3 of Part II of this Registration Statement (which documents
are incorporated by reference in this Section 10(a) Prospectus), other documents
required to be delivered to eligible employees pursuant to Rule 428(b) or
additional information about the OnHealth Network Company 1997 Stock Option Plan
are available without charge by contacting:
MICHAEL D. CONWAY
VICE PRESIDENT
808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The Company hereby incorporates by reference into this Registration
Statement the documents listed below. In addition, all documents subsequently
filed pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange
Act of 1934 (the "Exchange Act"), 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 into this Registration Statement and to be a part
hereof from the date of filing of such documents:
(a) The Company's latest annual report filed pursuant to Section 13(a) or
15(d) of the Exchange Act, or either the latest prospectus filed pursuant to
Rule 424(b) under the Securities Act of 1933, that contains audited financial
statements for the Company's latest fiscal year for which such statements have
been filed, or the Company's effective Registration Statement on Form 10 filed
under the Exchange Act containing audited financial statements for the Company's
latest fiscal year.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the Company's document
referred to in (a) above.
<PAGE>
(c) The description of the Company's common stock, which is contained in a
Registration Statement of the Company filed on Form S-3, dated December 31,
1998, registration number 333-69989.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
The validity of the Shares offered hereby will be passed upon for the
Company by Preston Gates & Ellis LLP, 5000 Columbia Center, 701 Fifth Avenue,
Seattle, Washington 98104.
Item 6. Indemnification of Directors and Officers.
Article XII of the Articles of Incorporation of the Company authorizes the
Company to indemnify any present or former director or officer to the fullest
extent not prohibited by the Washington Business Corporation Act, public policy
or other applicable law. Chapter 23B.8.510 and .570 of the Washington Business
Corporation Act authorizes a corporation to indemnify its directors, officers,
employees, or agents in terms sufficiently broad to permit such indemnification
under certain circumstances for liabilities (including provisions permitting
advances for expenses incurred) arising under the 1933 Act. The directors and
officers of the Company are entitled to indemnification by the Selling
Shareholders against any cause of action, loss, claim, damage, or liability to
the extent it arises out of or is based upon the failure of the Selling
Shareholder (or his donees, legatees, or pledgees) to comply with the Prospectus
delivery requirements under the federal securities laws or any applicable state
securities laws or upon any untrue statement or alleged untrue statement or
omission or alleged omission made in this Registration Statement and the
Prospectus contained herein, as the same shall be amended or supplemented, made
in reliance upon or in conformity with written information furnished to the
Company by such Selling Shareholder.
In addition, the Company maintains directors' and officers' liability insurance
under which its directors and officers are insured against loss (as defined in
the policy) as a result of claims brought against them for their wrongful acts
in such capacities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
<PAGE>
Item 8. Exhibits.
The Exhibits to this registration statement are listed in the Index to
Exhibits on page 7.
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 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 that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered herein, 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
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 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 Act and will be governed by the final adjudication of
such issue.
<PAGE>
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 Seattle, State of Washington, on this 4th day of
January, 1999.
ONHEALTH NETWORK COMPANY
\s\ Robert N. Goodman
----------------------------------
Robert N. Goodman
President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Robert N. Goodman, his or her attorney-in-fact,
for him or her in any and all capacities, to sign any amendments to this
Registration Statement, 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
substitute, 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 by the following persons in the
capacities and on the dates indicated.
SIGNATURES TITLE
- --------------------------------- ------------------------------
\s\ Robert N. Goodman President, Chief Executive Officer,
--------------------------
Robert N. Goodman Director (Principal Executive Officer)
\s\ Michael D. Conway Controller, Vice President and
--------------------------
Michael D. Conway Secretary (Principal Financial and
Accounting Officer)
\s\ Michael A. Brochu Chairman of the Board of Directors
--------------------------
Michael A. Brochu
\s\ Ann Kirschner
--------------------------
Ann Kirschner Director
\s\ Ram Shriram
--------------------------
Ram Shriram Director
\s\ Rick Thompson Director
--------------------------
Rick Thompson
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
4.1 Amended and Restated Articles of Incorporation of the
registrant. (Incorporated by reference to the Form S-3
of the Registrant, filed december 31, 1998, 333-69989)
4.2 By-laws of the registrant. (Incorporated by reference
to the Form S-3 of the Registrant, filed december 31,
1998, 333-69989)
5 Opinion of Counsel regarding legality
23.1 Consent of Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE>
EXHIBITS 5 AND 23.2
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
{LETTERHEAD OF PRESTON GATES & ELLIS LLP}
January 5, 1999
OnHealth Network Company
808 Howell Street, Suite 400
Seattle, Washington 98101
Re: OnHealth Network Company 1997 Stock Option Plan (the "Plan")
Ladies and Gentlemen:
We have acted as counsel to OnHealth Network Company (the "Company") in
connection with the registration with the Securities and Exchange Commission on
Form S-8 of shares of the Company's common stock, par value $.01 (the "Shares"),
options underlying which will be or have been awarded to certain employees,
consultants and directors under the above-referenced Plan. In connection with
that registration, we have reviewed the proceedings of the Board of Directors of
the Company relating to the registration and proposed issuance of the common
stock, the Articles of Incorporation of the Company and all amendments thereto,
the Bylaws of the Company and all amendments thereto, and such other documents
and matters as we have deemed necessary to the rendering of the following
opinion.
Based upon that review, it is our opinion that the Shares when issued in
conformance with the terms and conditions of the Plan, will be legally issued,
fully paid, and nonassessable under the Washington Business Corporation Act.
We do not find it necessary for the purposes of this opinion to cover, and
accordingly we express no opinion as to, the application of the securities or
blue sky laws of the various states as to the issuance and sale of the Shares.
We consent to the use of this opinion in the registration statement filed
with the Securities and Exchange Commission in connection with the registration
of the Shares and to the reference to our firm under the heading "Interests of
Named Experts and Counsel" in the registration statement.
Very truly yours,
PRESTON GATES & ELLIS LLP
By /s/ C. KENT CARLSON
---------------------
C. Kent Carlson
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in the Registration Statement
on Form S-8 pertaining to the 1997 Stock Option Plan of OnHealth Network Company
of our report dated February 12, 1998, except Note 2 as to which the date is
April 13, 1998, with respect to the financial statements and schedule of
OnHealth Network Company (formerly IVI Publishing, Inc.) included in its Annual
Report (Form 10-K) for the year ended December 31, 1997, filed with the
Securities and Exchange Commission.
\s\
ERNST & YOUNG LLP
Minneapolis, Minnesota
December 29, 1998
