<PAGE>
As filed with the Securities and Exchange Commission on May 18, 2000
Registration No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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)
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OREGON 93-0890696
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
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20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(Address of principal executive offices) (Zip Code)
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MEDICALOGIC, INC. 1999 STOCK INCENTIVE PLAN
MEDICALOGIC, INC. 1999 EMPLOYEE STOCK PURCHASE PLAN
MEDSCAPE, INC. 1996 STOCK OPTION PLAN
TOTAL EMED, INC. 1999 INCENTIVE STOCK OPTION PLAN
RICHARD REHM STOCK OPTION PLAN
KELLY GILL STOCK OPTION PLAN
KAREN POU STOCK OPTION PLAN
(Full title of plans)
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MARK K. LEAVITT
CHIEF EXECUTIVE OFFICER
20500 NW EVERGREEN PARKWAY
HILLSBORO, OREGON 97124
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (503) 531-7000
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COPIES TO:
TODD A. BAUMAN
STOEL RIVES LLP
900 SW FIFTH AVENUE, SUITE 2600
PORTLAND, OREGON 97204-1268
(503) 224-3380
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------------
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 10,260,750 shares $12.78 $111,401,047 $29,410
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement registers the following shares:
<TABLE>
<CAPTION>
Name of Plan Number of Shares
------------ ----------------
<S> <C>
MedicaLogic, Inc. 1999 Stock Incentive Plan 6,500,000
MedicaLogic, Inc. 1999 Employee Stock Purchase Plan 1,500,000
Medscape, Inc. 1996 Stock Option Plan 1,710,933
Total eMed, Inc. 1999 Incentive Stock Option Plan 358,142
Richard Rehm Stock Option Plan 121,057
Kelly Gill Stock Option Plan 60,529
Karen Pou Stock Option Plan 10,089
TOTAL 10,260,750
</TABLE>
The proposed maximum offering price per share and the proposed maximum
aggregate offering price were estimated solely for the purpose of
calculating the registration fee pursuant to Rule 457(h) under the
Securities Act of 1933. The estimated offering prices for the shares
to be issued under the plans were calculated based on the exercise
prices of outstanding options granted under such plans as follows:
<TABLE>
<CAPTION>
Exercise Price (based On
Plan Number of Shares weighted average) Aggregate Exercise Price
---- ---------------- ------------------------ ------------------------
<S> <C> <C> <C>
Medicalogic, Inc. 1999 Stock
Incentive Plan 6,500,000 $10.75 $69,875,000
Medicalogic, Inc. 1999
Employee Stock Purchase
Plan 1,500,000 $10.75 $16,125,000
Medscape, Inc. 1996 Stock
Option Plan 1,710,933 $12.78 $21,865,724
Total eMed, Inc. 1999
Incentive Stock Option Plan 358,142 $ 6.43 $ 2,302,853
Richard Rehm Stock Option
Plan 121,057 $ 6.43 $ 778,397
<PAGE>
Kelly Gill Stock Option Plan 60,529 $ 6.43 $ 389,201
Karen Pou 10,089 $ 6.43 $ 64,872
TOTAL 10,260,750 $111,401,047
</TABLE>
Pursuant to Rule 457(c), the estimated offering price for the shares to be
issued under the MedicaLogic 1999 Stock Incentive Plan and the 1999 Employee
Stock Purchase Plan was calculated based on the average of the high and low
prices of the Common Stock on May 12, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by MedicaLogic, 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.
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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 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
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<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 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 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
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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 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
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<PAGE>
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 May
17, 2000.
MEDICALOGIC, INC.
By: /s/ MARK 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 May 17, 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, David C. Moffenbeier and Frank J. Spina 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 shares of Common Stock of MedicaLogic, Inc., issuable
pursuant to the 1999 Stock Incentive Plan, the 1999 Employee Stock Purchase
Plan, the Medscape 1996 Stock Option Plan, the 1999 Total eMed Incentive
Stock Option Plan, the Richard Rehm Stock Option Plan, the Kelly Gill Stock
Option Plan and the Karen Pou Stock Option 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
--------- -----
/s/ MARK LEAVITT Chairman of the Board
-------------------------------- and Chief Executive Officer
Mark K. Leavitt, M.D. PRINCIPAL EXECUTIVE OFFICER
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<PAGE>
/s/ FRANK SPINA Senior Vice President
- ---------------------------------- and Chief Financial Officer
Frank J. Spina PRINCIPAL FINANCIAL AND
ACCOUNTING OFFICER
/s/ BRUCE M. FRIED Director
- ----------------------------------
Bruce M. Fried
- ---------------------------------- Director
C. Martin Harris, M.D.
/s/ RONALD H. KASE Director
- ----------------------------------
Ronald H. Kase
/s/ DAVID C. MOFFENBEIER Director
- ----------------------------------
David C. Moffenbeier
/s/ NEAL MOSZKOWSKI Director
- ----------------------------------
Neal Moszkowski
- ---------------------------------- Director
Richard D. Rehm, M.D.
/s/ MARK STEVENS Director
- ----------------------------------
Mark A. Stevens
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<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 Stoel Rives LLP (included in Exhibit 5.1).
24.1 Power of Attorney (included on signature page).
<PAGE>
EXHIBIT 5.1
May 18, 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 10,260,750 shares of common stock (the
"Shares") of the Company pursuant to the Company's 1999 Stock Incentive Plan,
the 1999 Employee Stock Purchase Plan, the 1996 Medscape Stock Option Plan,
the 1999 Total eMed Incentive Stock Option Plan, the Richard Rehm Stock
Option Plan, the Kelly Gill Stock Option Plan and the Karen Pou Stock Option
Plan, all of the plans together referred to as the "Plans." 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 Plans 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,
/s/ STOEL RIVES LLP
STOEL RIVES LLP
<PAGE>
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 February 4, 2000, relating
to the consolidated balance sheets of MedicaLogic, Inc. and subsidiaries as
of December 31, 1998 and 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, 1999, which report appears
in the December 31, 1999 annual report on Form 10-K of MedicaLogic, Inc.
/s/ KPMG LLP
Portland, Oregon
May 17, 2000
