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
--------------
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 STOCK INCENTIVE 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>
<TABLE>
<CAPTION>
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 1,500,000 shares $14.7584 $22,137,638 $5,845
- -----------------------------------------------------------------------------------------
(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
(a) with respect to 1,593,450 shares reserved for issuance under the 1999
Stock Incentive Plan (the "Plan"), the exercise prices of outstanding
options granted under the Plan as follows:
Number of Shares Exercise or Purchase Price
---------------- --------------------------
10,750 $ 6.50
560,000 $ 9.50
172,000 $10.00
350,700 $13.00
and
(b) with respect to the remaining 406,550 shares reserved for issuance
under the Plan, 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
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (Registration No.
333-94751)).
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) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent
II-3
<PAGE>
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.
(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
II-4
<PAGE>
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.
II-5
<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 2,000,000 shares of Common
Stock of MedicaLogic, Inc., issuable pursuant to the 1999 Stock Incentive 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
Mark K. Leavitt, M.D. and Chief Executive Officer
Principal Executive Officer
II-6
<PAGE>
FRANK J. SPINA
------------------------------- Senior Vice President
Frank J. Spina and Chief Financial Officer
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
II-7
<PAGE>
EXHIBIT INDEX
Exhibit
Number Document Description
- ------- --------------------
4.1 1999 Restated Articles of Incorporation of the Registrant.
(incorporated by reference to Exhibit 4.1 to the Registrant's
Registration Statement on Form S-8 (Registration No. 333-94751)).
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)
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 1,500,000 shares of common stock (the "Shares") of the Company
pursuant to the Company's 1999 Stock Incentive 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
