As filed with the Securities and Exchange Commission on June 28, 1999
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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REGISTRATION STATEMENT
ON FORM S-8
Under
THE SECURITIES ACT OF 1933
ONHEALTH NETWORK COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
WASHINGTON 7372 41-1686038
(State of incorporation Primary Standard Industrial (IRS Employer
or organization) Classification Code Number Identification No.)
808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
(206) 583-0100
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(Address, including zip code, and telephone number including area
code, of registrant's principal executive office)
ROBERT N. GOODMAN, CHIEF EXECUTIVE OFFICER
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808 HOWELL STREET, SUITE 400
SEATTLE, WASHINGTON 98101
(206) 583-0100
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(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
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(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 of Proposed maximum Proposed maximum
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 3,000,000 $8.5625 $25,687,500 $7,141.13
<FN>
*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 June 24, 1999, as reported on the Nasdaq Stock Market.
</FN>
</TABLE>
The Exhibit Index appears after the Signature Page of this Registration
Statement.
<PAGE>
INCORPORATION BY REFERENCE
Pursuant to General Instruction E to Form S-8, the contents of the
Registration Statement filed by OnHealth Network Company (the "Company") under
Registration Number 333-70147, with respect to securities offered pursuant to
the Company's 1997 Stock Option Plan, as amended (the "Plan"), are hereby
incorporated by reference herein, and the opinions and consents listed below are
annexed hereto:
EXHIBIT NUMBER DESCRIPTION
-------------- ---------------------------------------------------
5 Opinion of Counsel regarding legality
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<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 24th day of
June, 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.
<TABLE>
<CAPTION>
SIGNATURES TITLE DATE
- -------------------------------- --------------------------- ---------------
<S> <C> <C>
\s\ROBERT N. GOODMAN President, Chief Executive June 21, 1999
- -------------------------------- Officer, Director (Principal
Robert N. Goodman Executive Officer)
\s\ MICHAEL D. CONWAY Vice President June 21, 1999
- -------------------------------- Finance(Principal Financial and
Michael D. Conway Accounting Officer)
\s\ MICHAEL A. BROCHU Chairman of the Board of June 21, 1999
- -------------------------------- Directors
Michael A. Brochu
\s\ ANN KIRSCHNER
- -------------------------------- Director June 21, 1999
Ann Kirschner
\s\ RAM SHRIRAM
- ------------------------------- Director June 21, 1999
Ram Shriram
\s\ RICK THOMPSON Director June 21, 1999
- --------------------------------
Rick Thompson
</TABLE>
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
-------------- --------------------------------------------
5 Opinion of Counsel regarding legality
23.1 Consent of Ernst & Young LLP, Independent Auditors
23.2 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney (Contained within Signature Page)
<PAGE>
EXHIBIT 5
OPINION OF COUNSEL REGARDING LEGALITY AND CONSENT OF COUNSEL
{LETTERHEAD OF PRESTON GATES & ELLIS LLP}
June 28, 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, and applicable committees of the Board of Directors, relating to
the issuance of the options and the proposed registration of the Shares issuable
on the exercise of such options, 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\ GARY J. KOCHER
-------------------
Gary J. Kocher
<PAGE>
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 OnHealth Network Company 1997 Stock Option Plan of our
report dated March 15, 1999, with respect to the financial statements and
schedule of OnHealth Network Company included in its Annual Report (Form 10-K,
as amended) for the year ended December 31, 1998, filed with the Securities and
Exchange Commission.
\s\ERNST & YOUNG LLP
ERNST & YOUNG LLP
Seattle, Washington
June 22, 1999
