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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 15, 2000
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CAREDATA.COM, INC.
(Exact name of registrant as specified in its charter)
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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)
CAREDATA.COM, INC. 1998 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
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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)
CALCULATION OF REGISTRATION FEE
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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
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Common Stock, $0.001 par value 400,000 $0.50 $200,000.00 $52.80
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(1) An aggregate of 1,250,000 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
Registration Statements on Form S-8 with respect to 850,000 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).
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant's Registration Statements 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) and June 22, 1999 (File
No. 333-81301) are hereby incorporated by reference.
ITEM 8. EXHIBITS.
The exhibits included as part of this Registration Statement are as
follows:
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Exhibit No. Exhibit
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4.1 Certificate of Incorporation, as amended, of the Registrant (incorporated
by reference from Exhibit 3.1 to the 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).
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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 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 15th day of
September 2000.
CAREDATA.COM, INC.
By: /s/ Thomas C. Kuhn III
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Thomas C. Kuhn III
Executive 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 Kenneth M. Goins, Jr., Thomas C. Kuhn III
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.
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Signature Title Date
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/s/ Kenneth M. Goins, Jr. President, Chief Executive September 15, 2000
---------------------------------- Officer and Director
Kenneth M. Goins, Jr. (Principal Executive Officer)
/s/ Thomas C. Kuhn III Executive Vice President and September 15, 2000
---------------------------------- Chief Financial Officer
Thomas C. Kuhn III (Principal Financial Officer and
Principal Accounting Officer)
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/s/ Michael J. Finn Chairman of the Board September 15, 2000
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Michael J. Finn
/s/ Keith O. Cowan Director September 15, 2000
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Keith O. Cowan
/s/ William M. McClatchey, M.D. Director September 15, 2000
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William M. McClatchey, M.D.
/s/ Robert P. Pinkas Director September 15, 2000
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Robert P. Pinkas
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