<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 22, 1999
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
CAREDATA.COM, INC.
(Exact name of registrant as specified in its charter)
--------------------------------
<TABLE>
<S> <C>
DELAWARE 58-2256400
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
</TABLE>
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)
CAREDATA.COM, INC. 1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
--------------------------------
<TABLE>
<S> <C>
Copies to:
THOMAS C. KUHN III NILS H. OKESON, ESQ.
CAREDATA.COM, INC. ALSTON & BIRD LLP
TWO PIEDMONT CENTER, SUITE 400 ONE ATLANTIC CENTER
3565 PIEDMONT ROAD, N.E. 1201 WEST PEACHTREE STREET
ATLANTA, GEORGIA 30305-1502 ATLANTA, GEORGIA 30309
(404) 364-6700 (404) 881-7000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
</TABLE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) SHARE(2) PRICE(2) REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $0.001 par value 350,000 $8.1875 $2,865,625 $796.64
</TABLE>
(1) An aggregate of 850,000 shares of Caredata.com, Inc. Common Stock are
available for issuance under the Caredata.com, Inc. 1998 Long-Term
Incentive Plan (the "Plan"). The Registrant has previously filed a
Registration Statement on Form S-8 with respect to 500,000 shares
issuable under the Plan. This Registration Statement also covers any
additional shares that may hereafter become issuable as a result of the
adjustment and anti-dilution provisions of the Plan.
(2) Estimated solely for purposes of determining the registration fee
pursuant to Rule 457(c).
================================================================================
<PAGE> 2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant's Registration Statement on Form S-8 with respect to the
1998 Long-Term Incentive Plan filed with the Securities and Exchange Commission
on September 11, 1998 (File No. 333-63313) is hereby incorporated by reference.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
<TABLE>
<CAPTION>
Exhibit No. Exhibit
- ----------- -------
<S> <C>
4.1 Certificate of Incorporation, as amended, of the Registrant
(incorporated by reference from Registrant's Registration
Statement on Form S-1, filed with the Commission on September
19, 1996, Registration No. 333-12311).
4.1.1 Certificate of Designation of Series 1998-A Preferred Stock
(incorporated by reference to Exhibit 3.1.1 of the Company's
Current Report on Form 8-K, filed with the Commission on April
13, 1998).
4.1.2 Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock (incorporated by
reference to Exhibit 4.1.2 of the Company's Registration
Statement on Form S-8, filed with the Commission on September
11, 1998, Registration No. 333-63313).
4.2 Bylaws of the Registrant (incorporated by reference to Exhibit
3.2 of the Registrant's Annual Report on Form 10-K for the
year ended December 31, 1997, filed with the Commission on
March 31, 1998).
5 Opinion of Alston & Bird LLP, counsel to Registrant, as to the
legality of the securities being registered.
23.1 Consent of Alston & Bird LLP (included in Exhibit 5).
23.2 Consent of KPMG LLP.
24 Power of attorney (see signature page).
</TABLE>
<PAGE> 3
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 Atlanta, State of Georgia, on this 21st day of June,
1999.
CAREDATA.COM, INC.
By: /s/ Thomas C. Kuhn III
-----------------------------------------
Thomas C. Kuhn III
Senior Vice President and Chief Financial
Officer
POWER OF ATTORNEY
KNOW BY ALL MEN BY THESE PRESENT, that each person whose signature
appears below constitutes and appoints Mark A. Kaiser, Kenneth M. Goins, Jr.,
and Barry W. Burt, and each of them, as true and lawful attorneys-in-fact, with
full power of substitution, for him and in his name, place and stead, in any and
all capacities, to sign any 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, hereby ratifying and confirming all that said attorney-in-fact, or
their substitute or substitutes, may lawfully do or cause to be done by virtue
thereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Mark A. Kaiser Chairman of the Board and June 21, 1999
- -------------------------------------------- Chief Executive Officer
Mark A. Kaiser (Principal Executive Officer)
/s/ Thomas C. Kuhn III Chief Financial Officer (Principal June 21, 1999
- -------------------------------------------- Financial Officer and Principal
Thomas C. Kuhn III Accounting Officer)
/s/ Keith O. Cowan Director June 21, 1999
- --------------------------------------------
Keith O. Cowan
</TABLE>
<PAGE> 4
<TABLE>
<S> <C> <C>
/s/ Michael J. Finn Director June 21, 1999
- --------------------------------------------
Michael J. Finn
/s/ William M. McClatchey, M.D. Director June 21, 1999
- --------------------------------------------
William M. McClatchey, M.D.
Director June ___, 1999
- --------------------------------------------
Robert P. Pinkas
</TABLE>
<PAGE> 1
Exhibit 5
ALSTON & BIRD LLP
One Atlantic Center
1201 West Peachtree Street
Atlanta, Georgia 30309-3424
404-881-7000
Fax: 404-881-4777
www.alston.com
June 22, 1999
Caredata.com, Inc.
Two Piedmont Center, Suite 400
3565 Piedmont Road, N.E.
Atlanta, Georgia 30305
Re: Registration of 350,000 shares of Common Stock of
Caredata.com, Inc.
Ladies and Gentlemen:
We have acted as counsel to Caredata.com, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of the Company's
Registration Statement on Form S-8 with respect to the offer and sale of Common
Stock of the Company under the Caredata.com, Inc. 1998 Long-Term Incentive Plan
(the "Registration Statement") filed with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended. The
Registration Statement relates to the offer and sale by the Company of up to
350,000 shares (the "Shares") of its Common Stock, par value $0.001 per share
("Common Stock").
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; (iii) the Registration Statement and
all exhibits thereto; and (iv) 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. A 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
<PAGE> 2
have relied, to the extent we have deemed reasonably appropriate, upon
representations or certificates of officers of the Company or governmental
officials.
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 Shares, upon the receipt by the Company of the full
consideration for the Shares in accordance with the terms of the stock
incentives under which the Shares are issuable, will be validly issued, fully
paid and nonassessable.
This opinion is provided to you for your benefit and for the benefit of
the Commission, in each case, solely with regard to the Registration Statement,
may be relied upon by you and the Commission only in connection with the
Registration Statement, and may not be relied upon by any other person or for
any other purpose without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to said
Registration Statement on Form S-8 and further consent to the use of our name
wherever appearing in the Form S-8.
Very truly yours,
ALSTON & BIRD LLP
By: /s/ Nils H. Okeson
-----------------------------------------
A Partner
<PAGE> 1
Exhibit 23.2
INDEPENDENT AUDITOR'S CONSENT
The Board of Directors
Caredata.com, Inc.:
We consent to the use of our reports incorporated herein by reference.
/s/ KPMG LLP
Atlanta, Georgia
June 18, 1999
