<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
MEDICALOGIC, INC.
(Exact Name of Registrant in its Charter)
--------------------------
<TABLE>
<S> <C> <C>
OREGON 7374 93-0890696
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation) Industrial Identification Number)
Classification Code No.)
</TABLE>
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
TELEPHONE: (503) 531-7000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
--------------------------
MARK K. LEAVITT
CHIEF EXECUTIVE OFFICER
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
TELEPHONE: (503) 531-7000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
--------------------------
COPIES TO:
<TABLE>
<S> <C>
STEPHEN E. BABSON ROY W. TUCKER
TODD A. BAUMAN Perkins Coie LLP
Stoel Rives LLP 1211 SW Fifth Avenue, Suite 1500
900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204
Portland, Oregon 97204 (503) 727-2000
(503) 224-3380
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT.
--------------------------
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /X/ 333-87285
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the same
offering. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(d) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1)
<S> <C> <C> <C>
Common Stock.............. 690,000(2) $17.00 $11,730,000
<CAPTION>
AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE
<S> <C>
Common Stock.............. $3,097
</TABLE>
(1) Estimated solely for the purpose of computing the amount of the registration
fee in accordance with Rule 457(o) under the Securities Act of 1933, as
amended.
(2) Includes 103,500 shares that the underwriters have the option to purchase to
cover over-allotments, if any (the "Over-allotment Option").
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<PAGE>
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
This Registration Statement on Form S-1 is being filed pursuant to Rule
462(b) under the Securities Act of 1933, as amended. The contents of the
Registration Statement on Form S-1, as amended (File No. 333-87285) filed by
MedicaLogic, Inc. (the "Registrant") with the Securities and Exchange Commission
as declared effective on December 9, 1999, are incorporated herein by reference.
EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ----------------------
<C> <S>
5.1 Opinion of Stoel Rives LLP as to the legality of the
securities
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to Exhibit
24.1 to the Registrant's Registration Statement on Form
S-1, as amended (Registration No. 333-87285))
</TABLE>
2
<PAGE>
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-1 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Hillsboro, Oregon on the 9th day of December, 1999.
<TABLE>
<S> <C>
MEDICALOGIC, INC.
By: /s/ MARK K. LEAVITT
--------------------------------------------
Mark K. Leavitt
CHIEF EXECUTIVE OFFICER
</TABLE>
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed below on December 9, 1999, by the
following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ MARK K. LEAVITT, M.D.
------------------------------------------- Chairman of the Board and Chief Executive
Mark K. Leavitt, M.D. Officer(Principal Executive Officer)
/s/ FRANK J. SPINA Senior Vice President and Chief Financial
------------------------------------------- Officer (Principal Accounting and Financial
Frank J. Spina Officer)
/s/ CHARLES D. BURWELL *
------------------------------------------- Director
Charles D. Burwell
/s/ BRUCE M. FRIED *
------------------------------------------- Director
Bruce M. Fried
/s/ RONALD H. KASE *
------------------------------------------- Director
Ronald H. Kase
/s/ DAVID C. MOFFENBEIER *
------------------------------------------- Director
David C. Moffenbeier
/s/ NEAL MOSZKOWSKI *
------------------------------------------- Director
Neal Moszkowski
/s/ MARK A. STEVENS *
------------------------------------------- Director
Mark A. Stevens
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RONALD R. TAYLOR *
------------------------------------------- Director
Ronald R. Taylor
/s/ DAVID W. WROE *
------------------------------------------- Director
David W. Wroe
</TABLE>
<TABLE>
<S> <C>
*By: /s/ MARK K. LEAVITT, M.D.
---------------------------------------
Mark K. Leavitt, M.D.
ATTORNEY-IN-FACT
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION OF EXHIBIT
------- ------------------------------------------------------------
<C> <S>
5.1 Opinion of Stoel Rives LLP
23.1 Consent of KPMG LLP
23.2 Consent of KPMG LLP
23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1)
24.1 Powers of Attorney (incorporated by reference to
Exhibit 24.1 to the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-87285))
</TABLE>
<PAGE>
EXHIBIT 5.1
December 9, 1999
Board of Directors
MedicaLogic, Inc.
20500 NW Evergreen Parkway
Hillsboro, Oregon 97124
Re: REGISTRATION STATEMENT OF FORM S-1
We have acted as counsel for MedicaLogic, Inc., an Oregon corporation (the
"Company"), in connection with the preparation and filing of a Registration
Statement on Form S-1, Registration No. 333-87285 (the "Registration
Statement"), and a related new Registration Statement (the "New Registration
Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as
amended (the "Act"), covering 6,785,000 shares (the "Shares") of Common Stock.
We have reviewed the corporate action of the Company in connection with this
matter and have examined the documents, corporate records and other instruments
we deemed necessary for the purpose of this opinion.
Based on the foregoing, it is our opinion that:
(1) The Company is a corporation existing under the laws of the state of
Oregon; and
(2) The Shares have been duly authorized and, when issued and sold in the
manner described in the Registration Statement and the New Registration
Statement and in accordance with resolutions adopted by the Board of Directors
of the Company, and when payment therefor shall have been received by the
Company, will be validly issued, fully paid and nonassessable.
We consent to the use of our name in the Registration Statement and the New
Registration Statement and in the Prospectus filed as a part thereof and to the
filing of this opinion as an exhibit to the New Registration Statement.
Very truly yours,
STOEL RIVES LLP
STOEL RIVES LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the use of our Independent Auditors' Report dated October 22,
1999, except as to note 13(d) which is as of November 12, 1999, relating to the
consolidated balance sheets of MedicaLogic, Inc. as of December 31, 1997 and
1998, and September 30, 1999 and the related consolidated statements of
operations, shareholders' equity (deficit) and cash flows for each of the years
in the three-year period ended December 31, 1998 and for the nine-month period
ended September 30, 1999 which report is included in the Registration Statement
and Prospectus, dated December 9, 1999, of MedicaLogic, Inc., and to the
reference to our firm under the heading "Experts" in the Prospectus.
/s/ KPMG LLP
Portland, Oregon
December 9, 1999
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
PrimaCis Health Information
Technology, Inc.:
We consent to the use of our report on the financial statements of PrimaCis
Health Information Technology, Inc. as of December 31, 1998 and for the year
then ended included herein and to the reference to our firm under the heading
"Experts" in the Prospectus.
/s/ KPMG LLP
Portland, Oregon
December 10, 1999
