As filed with the Securities and Exchange Commission on January 14, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------
Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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MEDICALOGIC, INC.
(Exact name of registrant as specified in its charter)
-----------
OREGON 93-0890696
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
-----------
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 531-7000
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
-----------
MEDICALOGIC, INC
1999 EMPLOYEE STOCK PURCHASE PLAN
(Full title of plan)
-----------
MARK K. LEAVITT
CHIEF EXECUTIVE OFFICER
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(503) 531-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
-----------
Copies to:
TODD A. BAUMAN
Stoel Rives LLP
900 SW Fifth Avenue, Suite 2600
Portland, Oregon 97204-1268
(503) 224-3380
<PAGE>
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CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount
Amount Offering Aggregate of Regis-
Title of Securities to Be Price Per Offering tration
to Be Registered Registered Share (1) Price (1) Fee
- ------------------- ---------- --------- --------- ---------
<S> <C> <C> <C> <C>
Common Stock 1,000,000 shares $25.75 $25,750,000 $6,798
- --------------------------------------------------------------------------------------
(1) The proposed maximum offering price per share and proposed maximum
aggregate offering price were estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) and Rule 457(c)
under the Securities Act of 1933. The calculation of the registration fee
is based on the average of the high and low prices of the common stock on
the Nasdaq National Market for January 7, 2000.
</TABLE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents filed by MedciaLogic, Inc. (the "Registrant") with
the Securities and Exchange Commission are incorporated herein by reference:
(a) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 or the latest
prospectus filed pursuant to rule 424(b) under the Securities Act of 1933
that contains audited financial statements for the Registrant's latest
fiscal year for which such statements have been filed.
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 since the end of the fiscal year covered by
the annual report or prospectus referred to in (a) above.
(c) The description of the authorized capital stock of the Registrant
contained in the Registrant's registration statement filed under Section 12
of the Securities Exchange Act of 1934, as amended, including any amendment
or report filed for the purpose of updating the description.
All reports and other documents subsequently filed by the Registrant
pursuant to Sections 13(a) and (c), 14 and 15(d) of the Securities Exchange Act
of 1934, as amended, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Stoel Rives LLP, Portland, Oregon, holds a warrant to purchase 10,000
shares of Registrant's common stock at an exercise price of $6.50 a share.
Partners and employees of Stoel Rives LLP beneficially own an aggregate of
47,000 shares of the Registrant's common stock.
II-1
<PAGE>
Item 6. Indemnification of Directors and Officers.
Article IV of the Registrant's Restated Articles of Incorporation requires
indemnification of current or former directors of the Registrant to the fullest
extent not prohibited by the Oregon Business Corporation Act. The Oregon
Business Corporation Act permits or requires indemnification of directors and
officers in certain circumstances. The effects of the indemnification provisions
are as follows:
(a) The indemnification provisions grant a right of indemnification in
respect of any proceeding (other than an action by or in the right of the
Registrant) if the person concerned acted in good faith and in a manner the
person reasonably believed to be in or not opposed to the best interests of
the Registrant, was not adjudged liable on the basis of receipt of an
improper personal benefit and, with respect to any criminal action or
proceeding, had no reasonable cause to believe the conduct was unlawful.
The termination of a proceeding by judgment, order, settlement, conviction
or plea of nolo contendere, or its equivalent, is not, of itself,
determinative that the person did not meet the required standards of
conduct.
(b) The indemnifications provisions grant a right of indemnification
in respect of any proceeding by or in the right of the Registrant against
expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred, provided the person concerned
acted in good faith and in a manner the person reasonably believed to be in
or not opposed to the best interests of the Registrant, except that no
right of indemnification will be granted if the person is adjudged to be
liable to the Registrant.
(c) Every person who has been wholly successful, on the merits or
otherwise, in the defense of any proceeding to which the person was a party
because of the person's status as a director or officer is entitled to
indemnification as a matter of right.
(d) Because the limits of permissible indemnification under Oregon law
are not clearly defined, the indemnification provisions may provide
indemnifications broader than that described in (a) and (b).
(e) The Registrant may advance to a director or officer the expenses
incurred in defending any proceeding in advance of its final disposition if
the director or officer affirms in writing in good faith that he or she has
met the standard of conduct to be entitled to indemnification as described
in (a) or (b) above and undertakes to repay any amount advanced if it is
determined that the person did not meet the required standard of conduct.
The Registrant has obtained insurance for the protection of its directors
and officers against any liability asserted against them in their official
capacities. The rights of
II-2
<PAGE>
indemnification described above are not exclusive of any other rights of
indemnification to which the persons indemnified may be entitled under any
bylaw, agreement, vote of shareholders or directors or otherwise.
Item 7. Exemption From Registration Claimed.
Not Applicable.
Item 8. Exhibits.
4.1 1999 Restated Articles of Incorporation of the Registrant.
4.2 Restated Bylaws of the Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's Registration Statement on Form S-1,
as amended (Registration No. 333-87285)).
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 Power of Attorney (included on signature page)
Item 9. Undertakings.
(a) The 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
Securities Act of 1933;
II-3
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the 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 the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement.
(iii) 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;
PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference 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 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 therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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<PAGE>
(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.
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<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 Hillsboro, State of Oregon on January 14, 2000.
MEDICALOGIC, INC.
By MARK K. LEAVITT
-------------------------------------
Mark K. Leavitt, M.D.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-8 has been signed below by the following
persons in the capacities indicated on January 14, 2000.
POWER OF ATTORNEY
-----------------
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, an officer and/or
director of MedicaLogic, Inc., does hereby constitute and appoint Mark K.
Leavitt and David C. Moffenbeier his true and lawful attorney and agent to do
any and all acts and things and to execute in his name (whether on behalf of
MedicaLogic, Inc., or as an officer or director of said Registrant, or
otherwise) any and all instruments which said attorney and agent may deem
necessary or advisable in order to enable MedicaLogic, Inc. to comply with the
Securities Act of 1933, as amended, and any requirements of the Securities and
Exchange Commission in respect thereof, in connection with the registration
under the Securities Act of 1933, as amended, of 1,000,000 shares of Common
Stock of MedicaLogic, Inc., issuable pursuant to the 1999 Employee Stock
Purchase Plan, including specifically, but without limitation thereto, power and
authority to sign his name (whether on behalf of MedicaLogic, Inc., or as an
officer or director of said Registrant, or otherwise) to a Registration
Statement on Form S-8 and any amendment thereto (including any post-effective
amendment) or application for amendment thereto in respect to such Common Stock
or any exhibits filed therewith; and to file the same with the Securities and
Exchange Commission; and the undersigned does hereby ratify and confirm all that
said attorney and agent shall do or cause to be done by virtue hereof.
Signature Title
--------- -----
MARK K. LEAVITT Chairman of the Board
-------------------- and Chief Executive Officer
Mark K. Leavitt, M.D. Principal Executive Officer
II-6
<PAGE>
FRANK J. SPINA Senior Vice President
-------------------- and Chief Financial Officer
Frank J. Spina Principal Financial and
Accounting Officer
BRUCE M. FRIED Director
--------------------
Bruce M. Fried
RONALD H. KASE Director
--------------------
Ronald H. Kase
DAVID C. MOFFENBEIER Director
--------------------
David C. Moffenbeier
NEAL MOSZKOWSKI Director
--------------------
Neal Moszkowski
MARK A. STEVENS Director
--------------------
Mark A. Stevens
RONALD R. TAYLOR Director
--------------------
Ronald R. Taylor
Director
--------------------
David W. Wroe
11-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- -------- --------------------
4.1 1999 Restated Articles of Incorporation of the Registrant.
4.2 Restated Bylaws of the Registrant (incorporated by reference
to Exhibit 3.2 to the Registrant's Registration Statement on
Form S-1, as amended (Registration No. 333-87285)).
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 Power of Attorney (included on signature page)
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<S> <C> <C>
[graphic Phone: (503) 986-2200
seal Fax: (503) 378-4381 Restated Articles of Incorporation--Business/Professional/Nonprofit
of the =============================================================================================
State of Secretary of State Check the appropriate box below: For office use only
Oregon Corporation Division [X] BUSINESS/PROFESSIONAL CORPORATION
omitted] 255 Capitol St. NE, Suite 151 (Complete only 1, 2, 3, 4, 6, 7)
Salem, OR 97310-1327 [ ] NONPROFIT CORPORATION
(Complete only 1, 2, 3, 5, 6, 7)
Registry Number: 209240-15
---------
Attach Additional Sheet if Necessary
Please Type or Print Legibly in Black Ink
=================================================================================================================
1) NAME OF CORPORATION PRIOR TO AMENDMENT MedicaLogic, Inc.
--------------------------------------------------------------------
2) NEW NAME OF THE CORPORATION (if changed)
-------------------------------------------------------------------
3) A COPY OF THE RESTATED ARTICLES MUST BE ATTACHED
-----------------------------------------------------------
=================================================================================================================
|
BUSINESS/PROFESSIONAL CORPORATION ONLY | NONPROFIT CORPORATION ONLY
|
4) CHECK THE APPROPRIATE STATEMENT | 5) CHECK THE APPROPRIATE STATEMENT
|
[X] The restated articles contain amendments | [ ] The restated articles contain amendments which
which do not require shareholder approval. | do not require membership approval. The date
The date of the adoption of the amendments | of the adoption of the amendments and restated
and restated articles was 9/17/99 & 11/12/99. | articles was _______________. These amendments
These amendments were duly adopted by the | were duly adopted by the board of directors.
board of directors. |
|
[ ] The restated articles contain amendments | [ ] The restated articles contain amendments which
which require shareholder approval. The | require membership approval. The date of the
date of the adoption of the amendments | adoption of the amendments and restated
and restated articles was ______________. | articles was ______________. The vote of the
The vote of the shareholders was as follows: | members was as follows:
|
- ------------------------------------------------------ | ----------------------------------------------------
Number Number Number | Number of Number Number Number
Class or Number of of votes of votes of votes | Class(es) members of votes of votes of votes
series of shares entitled cast cast | entitled entitled entitled cast cast
shares outstanding to be cast FOR AGAINST | to vote to vote to be cast FOR AGAINST
- --------- ----------- ---------- -------- -------- | --------- --------- ---------- -------- --------
|
|
- ------------------------------------------------------ | ----------------------------------------------------
|
[ ] The corporation has not issued any shares of stocks.|
Shareholder action was not required to adopt the |
restated articles. The restated articles were |
adopted by the incorporators or by the board of |
directors. |
|
=================================================================================================================
6) EXECUTION
Printed Name Signature Title
David C. Moffenbeier DAVID C. MOFFENBEIER COO & Secretary
---------------------------------- ---------------------------------- ------------------------------
=================================================================================================================
7) CONTACT NAME DAYTIME PHONE NUMBER
Bethany K. Luke (503) 294-9455
--------------------------------------------------- ----------------------------------------------------
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<PAGE>
1999 RESTATED ARTICLES OF INCORPORATION
OF
MEDICALOGIC, INC.
Pursuant to ORS 60.451, MedicaLogic, Inc. adopts the following 1999
Restated Articles of Incorporation, which shall supersede its heretofore
existing Restated Articles of Incorporation and all amendments thereto.
ARTICLE I
The name of the Corporation is MedicaLogic, Inc.
ARTICLE II
A. Authorized Capital. The Corporation is authorized to issue shares of two
classes of stock: 100,000,000 shares of Common Stock and 50,000,000 shares of
Preferred Stock.
B. Common Stock. Holders of Common Stock are entitled to one vote per
share. On dissolution of the Corporation, after any preferential amount with
respect to the Preferred Stock has been paid or set aside, the holders of Common
Stock and the holders of any series of Preferred Stock entitled to participate
in the distribution of assets are entitled to receive the net assets of the
Corporation.
C. Preferred Stock. The Board of Directors is authorized, subject to
limitations prescribed by the Oregon Business Corporation Act, as amended from
time to time (the "Act"), and by the provisions of this Article, to provide for
the issuance of shares of Preferred Stock in series, to establish from time to
time the number of shares to be included in each series and to determine the
designations, relative rights, preferences and limitations of the shares of each
series. The authority of the Board of Directors with respect to each series
includes determination of the following:
1. The number of shares in and the distinguishing designation of that
series;
2. Whether shares of that series shall have full, special,
conditional, limited or no voting rights, except to the extent otherwise
provided by the Act;
3. Whether shares of that series shall be convertible and the terms
and conditions of the conversion, including provision for adjustment of the
conversion rate in circumstances determined by the Board of Directors;
4. Whether shares of that series shall be redeemable and the terms and
conditions of redemption, including the date or dates upon or after which they
shall be redeemable and the amount per share payable in case of redemption,
which amount may vary under different conditions or at different redemption
dates;
<PAGE>
5. The dividend rate, if any, on shares of that series, the manner of
calculating any dividends and the preferences of any dividends;
6. The rights of shares of that series in the event of voluntary or
involuntary dissolution of the Corporation and the rights of priority of that
series relative to the Common Stock and any other series of Preferred Stock on
the distribution of assets on dissolution; and
7. Any other rights, preferences and limitations of that series that
are permitted by law to vary.
ARTICLE III
No director of the Corporation shall be personally liable to the
Corporation or its shareholders for monetary damages for conduct as a director,
provided that this Article shall not eliminate the liability of a director for
any act or omission for which such elimination of liability is not permitted
under the Oregon Business Corporation Act. No amendment to the Oregon Business
Corporation Act that further limits the acts or omissions for which elimination
of liability is permitted shall affect the liability of a director for any act
or omission which occurs prior to the effective date of the amendment.
ARTICLE IV
The Corporation shall indemnify to the fullest extent not prohibited
by law any current or former director of the Corporation who is made, or
threatened to be made, a party to an action, suit or proceeding, whether civil,
criminal, administrative, investigative or other (including an action, suit or
proceeding by or in the right of the Corporation), by reason of the fact that
such person is or was a director, officer, employee or agent of the Corporation
or a fiduciary within the meaning of the Employee Retirement Income Security Act
of 1974 with respect to any employee benefit plan of the Corporation, or serves
or served at the request of the Corporation as a director, officer, employee or
agent, or as a fiduciary of an employee benefit plan, of another corporation,
partnership, joint venture, trust or other enterprise. The Corporation shall pay
for or reimburse the reasonable expenses incurred by any such current or former
director in any such proceeding in advance of the final disposition of the
proceeding if the person sets forth in writing (i) the person's good faith
belief that the person is entitled to indemnification under this Article and
(ii) the person's agreement to repay all advances if it is ultimately determined
that the person is not entitled to indemnification under this Article. No
amendment to this Article that limits the Corporation's obligation to indemnify
any person shall have any effect on such obligation for any act or omission that
occurs prior to the later of the effective date of the amendment or the date
notice of the amendment is given to the person. This Article shall not be deemed
exclusive of any other provisions for indemnification or advancement of expenses
of directors, officers, employees, agents and fiduciaries that may be included
in any statute, bylaw, agreement, general or specific action of the Board of
Directors, vote of shareholders or other document or arrangement.
2
<PAGE>
ARTICLE V
A. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), any director or the
entire Board of Directors of the Corporation may be removed at any time, but
only for cause or by the affirmative vote of the holders of 75% or more of the
voting power of the outstanding shares of capital stock of the Corporation
entitled to vote generally in the election of directors (considered for this
purpose as one class) cast at a meeting of the shareholders called for that
purpose.
B. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), the provisions set
forth in this Article V may not be amended, altered, changed or repealed in any
respect, nor may any provision be adopted which is inconsistent with this
Article V, unless such action is approved by the affirmative vote of the holders
of not less than 75% of the voting power of the outstanding shares of capital
stock of the Corporation entitled to vote generally in the election of directors
(considered for this purpose as one class) cast at a meeting of the shareholders
called for that purpose.
C. Notwithstanding any other provisions of these 1999 Restated Articles of
Incorporation or the Bylaws of the Corporation (and notwithstanding the fact
that some lesser percentage may be specified by law, these 1999 Restated
Articles of Incorporation or the Bylaws of the Corporation), the provisions set
forth in Sections 1.5 or 2.1 of the Bylaws of the Corporation may not be
amended, altered, changed or repealed in any respect, nor may any provision be
adopted which is inconsistent with Sections 1.5 or 2.1 of the Bylaws, unless
such action is approved by the Board of Directors or by the affirmative vote of
the holders of not less than 75% of the voting power of the outstanding shares
of capital stock of the Corporation entitled to vote generally at an annual or
special meeting of shareholders (considered for this purpose as one class) cast
at a meeting of the shareholders called for that purpose.
MEDICALOGIC, INC.
By: DAVID C. MOFFENBEIER
-------------------------------------
David C. Moffenbeier,
Chief Operating Officer and Secretary
3
Exhibit 5.1
January 14, 2000
Board of Directors
MedicaLogic, Inc.
20500 NW Evergreen Parkway
Hillsboro, Oregon 97124
We have acted as counsel for MedicaLogic, Inc., (the "Company") in
connection with the filing of a Registration Statement on Form S-8 (the
"Registration Statement") under the Securities Act of 1933, as amended, covering
the issuance of 1,000,000 shares of common stock (the "Shares") of the Company
pursuant to the Company's 1999 Employee Stock Purchase Plan (the "Plan"). We
have reviewed the corporate actions of the Company in connection with this
matter and have examined those documents, corporate records, and other
instruments we deemed necessary for the purposes of this opinion.
Based on the foregoing, it is our opinion that:
1. The Company is a corporation duly organized and validly existing under
the laws of the state of Oregon; and
2. The Shares have been duly authorized and, when issued in accordance
with the Plan and in accordance with the resolutions adopted by the
Board of Directors of the Company, will be legally issued, fully paid,
and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
STOEL RIVES LLP
STOEL RIVES LLP
EXHIBIT 23.1
Consent Of Independent Auditors
The Board of Directors
MedicaLogic, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of MedicaLogic, Inc. of our 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. and subsidiaries 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 appears in the Form S-1 of MedicaLogic, Inc.
(No. 333-87285).
KPMG LLP
Portland, Oregon
January 11, 2000
EXHIBIT 23.2
Consent Of Independent Auditors
The Board of Directors
MedicaLogic, Inc.:
We consent to incorporation by reference in the Registration Statement on Form
S-8 of MedicaLogic, Inc. of our report dated July 23, 1999 relating to the
balance sheet of PrimaCis Health Information Technology, Inc. as of December 31,
1998, and the related statements of operations, stockholders' deficit and cash
flows for the year ended December 31, 1998, which report appears in the Form S-1
of MedicaLogic, Inc. (No. 333-87285).
KPMG LLP
Portland, Oregon
January 11, 2000
