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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE __, 1997
REGISTRATION NO. 333-
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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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MEDIRISK, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 58-2256400
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
TWO PIEDMONT CENTER, SUITE 400
3565 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305-1502
(404) 364-6700
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL
EXECUTIVE OFFICES)
MEDIRISK, INC. 1996 STOCK INCENTIVE PLAN
MEDIRISK, INC. NON-MANAGEMENT DIRECTORS' STOCK OPTION PLAN
(FULL TITLES OF THE PLANS)
----------------------------
KENNETH M. GOINS, JR.
MEDIRISK, INC.
TWO PIEDMONT CENTER, SUITE 400
3565 PIEDMONT ROAD, N.E.
ATLANTA, GEORGIA 30305-1502
(404) 364-6700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES TO:
DOUGLAS B. CHAPPELL, ESQ.
ALSTON & BIRD
ONE ATLANTIC CENTER
1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30309-3424
(404) 881-7000
(404) 881-7777 (FAX)
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CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED (1) PER SHARE (2) PRICE (2) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock 602,693 $7.25 $4,369,524.25 $1,324.10
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(1) Of the 602,693 shares being registered, all are reserved for issuance
pursuant to stock incentives.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(c), based upon the average of high and low prices reported on
the NASDAQ National Market System on June 2, 1997.
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents constituting Part I of this Registration Statement will
be sent or given to participants in the Plan as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended (the "Securities Act").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed by Medirisk, Inc. (the "Company")
with the Securities and Exchange Commission (the "Commission") are incorporated
by reference in this Registration Statement:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1996.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1997.
(c) The description of the Company's Common Stock contained in
the Company's Registration Statement, filed pursuant to
Section 12 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), including any amendment or
report filed for the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
that indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Registrant's Bylaws, as amended, and the Certificate of
Incorporation, as amended, provide that directors and officers of the Registrant
will be indemnified by the Registrant to the fullest extent authorized by
Delaware law, as it now exists or may in the future be amended, against all
expenses and liabilities reasonably incurred in connection with service for or
on behalf of the Registrant. The Certificate of Incorporation, as amended, also
provides that the right of directors and officers to indemnification is not
exclusive of any other right now possessed or hereafter acquired under any
statute, agreement or otherwise. The Registrant and its officers and directors
have entered into indemnification agreements provided for mandatory
indemnification consistent with the provisions in the Bylaws.
The Registrant's Certificate of Incorporation provides that Directors
of the Registrant will not be personally liable for monetary damages to the
Registrant for certain breaches of their fiduciary duty as directors, except for
(i) any appropriation of any business opportunity of the Company in violation of
his duties to the Registrant or its shareholders, (ii) acts or omissions which
involve intentional misconduct or a knowing violation of law, (iii) approval of
certain illegal dividends or redemptions and (iv) transactions approved by the
directors from which they derive an improper personal benefit. In appropriate
circumstances, equitable remedies or
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nonmonetary relief, such as an injunction, will remain available to a
shareholder seeking redress from any such violation. In addition, the provision
applies only to claims against a director arising out of his role as a director
and not in any other capacity (such as an officer or employee of the
Registrant).
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
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ITEM 8. EXHIBITS
<S> <C>
4.1 Certificate of Incorporation as amended (incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form S-1 filed
with the Commission on September 19, 1996). (Registration No.
333-12311)
4.2 Bylaws (incorporated by reference to Exhibit 3.2 of the Registrant's
Registration Statement on Form S-1 filed with the Commission on
September 19, 1996) (Registration No. 333-12311).
5 Opinion of Alston & Bird, counsel to Registrant, as to the legality of
the securities being registered.
23.1 Consent of Alston & Bird (included in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (see signature pages to this Registration Statement)
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ITEM 9. UNDERTAKINGS
(a) The undersigned 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 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.
(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 undersigned 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 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to 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 thereto.
(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,
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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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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 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 Atlanta, State of Georgia, on June 2, 1997.
MEDIRISK, INC.
By: /s/Kenneth M. Goins, Jr.
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Kenneth M. Goins, Jr.
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark A. Kaiser, Kenneth M. Goins and
Barry W. Burt, and each of them, as true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution for him or her and in
his name or her name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully and to all intents and purposes
as he or she might or could do in person, hereby ratifying and confirming all
which said attorneys-in-fact and agents or any of them, or their or his or her
substitute or substitutes, may lawfully 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.
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/s/Mark A. Kaiser Chairman of the Board, Chief June 2, 1997
- ----------------------------------- Executive Officer and President
Mark A. Kaiser (Principal Executive Officer)
/s/Kenneth M. Goins, Jr. Executive Vice President and June 2, 1997
- ------------------------------------ Chief Financial Officer (Principal
Kenneth M. Goins, Jr. Financial and Accounting Officer)
/s/Keith O. Cowan Director June 2, 1997
- ------------------------------------
Keith O. Cowan
/s/Michael J. Finn Director June 2, 1997
- ------------------------------------
Michael J. Finn
/s/William M. McClatchey, M.D. Director June 2, 1997
- ------------------------------------
William M. McClatchey, M.D.
/s/James K. Murray, III Director June 2, 1997
- ------------------------------------
James K. Murray, III
/s/Robert P. Pinkas Director June 2, 1997
- ------------------------------------
Robert P. Pinkas
</TABLE>
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT PAGE
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<S> <C> <C>
5 Opinion of Alston & Bird, counsel to the Registrant, as to
legality of Securities being registered
23.1 Consent of Alston & Bird (contained in Exhibit 5)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (contained on page (II-4)
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EXHIBIT 5
ALSTON&BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-7777
June 2, 1997
Medirisk, Inc.
Two Piedmont Center, Suite 400
3565 Piedmont Road, N.E.
Atlanta, GA 30305-1502
Re: Registration of 602,693 shares of Common Stock of Medirisk, Inc.
Ladies and Gentlemen:
We have acted as counsel to Medirisk, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the Company's Registration
Statement on Form S-8 for the Medirisk, Inc. 1996 Stock Incentive Plan and
Medirisk, Inc. Non-Management Directors' Stock Option Plan (the Registration
Statement, as amended, is hereinafter referred to as the "Registration
Statement") filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended. The Registration Statement relates to the
offer and sale by the Company of up to 602,693 shares of its Common Stock, par
value $0.001 per share ("Common Stock"). The shares of Common Stock are
hereinafter referred to as the "Company Securities."
In connection therewith, we have examined and relied upon the original, or
copies certified to our satisfaction, of (i) the Certificate of Incorporation of
the Company, as amended, and the Bylaws of the Company, as amended; (ii) the
minutes and records of the corporate proceedings of the Company with respect to
the issuance by the Company of the shares of Company Securities; (iii) the
Registration Statement and all exhibits thereto; and (vi) such other documents
and instruments as we have deemed necessary for the expression of the opinions
contained herein.
In making the foregoing examinations, we have assumed the genuineness of
all signatures and the authenticity of all documents submitted to us as
originals, and the conformity to original documents of all documents submitted
to us as certified or photostatic copies thereof. As to various questions of
fact material to this opinion, where such facts have not been independently
established, and as to the content and form of certain minutes, records,
resolutions and other documents or writings of the Company, we have relied, to
the extent we have deemed reasonably appropriate, upon representations or
certificates of officers of the Company or governmental officials.
601 Pennsylvania Avenue, N.W.
North Building, Suite 250
Washington, D.C. 20004-2601
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Medirisk, Inc.
June 2, 1997
Page 2
Based upon the foregoing, and having due regard for such legal
considerations as we deem relevant, we are of the opinion, under the laws of the
State of Delaware, that the Company Securities, upon receipt by the Company of
the full consideration for the Company Securities in accordance with the terms
stock incentive agreements entered into under the Medirisk, Inc. 1996 Stock
Incentive Plan and Medirisk, Inc. Non-Management Directors' Stock Option Plan,
will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the
reference to this firm under "Legal Matters" in any Prospectus deemed to form a
part of such Registration Statement.
Very truly yours,
ALSTON & BIRD
By: /s/Douglas B. Chappell
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Douglas B. Chappell, a Partner
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EXHIBIT 23.2
ACCOUNTANTS' CONSENT
The Board of Directors
Medirisk, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Atlanta, Georgia
June 2, 1997
