As filed with the Securities and Exchange Commission on March 13, 1998.
Registration No. 33-87798
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PHAMIS, INC.
(Exact name of registrant as specified in its charter)
Washington 91-1141795
- ------------------------------- ----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
1001 Fourth Avenue Plaza, Suite 1500
Seattle, Washington 98154
(206)622-9558
-----------------------------------------
(Address of principal executive officers)
AMENDED AND RESTATED 1983 COMBINED NONQUALIFIED AND INCENTIVE STOCK OPTION PLAN
AMENDED AND RESTATED 1993 COMBINED INCENTIVE AND NONQUALIFIED STOCK OPTION PLAN
1994 NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1994 EMPLOYEE STOCK PURCHASE PLAN
SALARY SAVINGS AND DEFERRAL PLAN
CAIN OPTION AGREEMENT
---------------------
(Full title of the Plans)
Robert W. Baker, Jr.
IDX Systems Corporation
1400 Shelburne Road
P.O. Box 1070
Burlington, VT 05402-1070
(802) 862-1022
-----------------------------------------
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
Christopher Umana, Esq. Joseph P. Whitford, Esq.
Hale and Dorr LLP Foster Pepper & Shefelman PLLC
60 State Street 1111 Third Avenue, Suite 3400
Boston, Massachusetts 02109 Seattle, Washington 98101
<PAGE>
EXPLANATORY NOTE
Pursuant to that certain Agreement and Plan of Merger dated as of March
25, 1997 (the "Agreement"), by and among IDX Systems Corporation ("IDX"),
Penguin Acquisition Corporation, and PHAMIS, Inc. ("PHAMIS"), IDX effectively
assumed all outstanding options to purchase shares of common stock, par value
$.0025 per share, of PHAMIS under the: a) Amended and Restated 1983 Combined
Nonqualified and Incentive Stock Option Plan ("1983 Plan"); b) Amended and
Restated 1993 Combined Incentive and Nonqualified Stock Option Plan ("1993
Plan"); c) 1994 Nonemployee Director Stock Option Plan ("NED Plan"); and d) Cain
Option Agreement ("Cain Agreement"). In addition, pursuant to the Agreement, all
shares of PHAMIS Common Stock held in the PHAMIS Salary Savings and Deferral
Plan and all outstanding shares issued pursuant to the Employee Stock Purchase
Plan, the 1983 Plan, the 1993 Plan, the NED Plan and the Cain Agreement (the
"PHAMIS Plans") were converted into shares of IDX Common Stock. Accordingly,
PHAMIS hereby deregisters 728,613 shares, the remaining shares of PHAMIS Common
Stock that were registered on the Form S-8 but were not issued pursuant to any
of the PHAMIS Plans as of July 10, 1997, the Effective Time of the Merger,
computed as follows:
<TABLE>
<S> <C>
Number of Shares originally registered on the Form S-8: 1,450,997
Number of Shares issued and outstanding
Under the PHAMIS Plans: 722,384
Number of Shares deregistered: 728,613
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1933, as
amended, the Registrant has duly caused this Amendment No. 1 to Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Seattle, State of Washington, on the 18th day of
November, 1997.
IDX SYSTEMS CORPORATION
as successor to PHAMIS, INC.
By:/s/ Richard E. Tarrant
----------------------------
Richard E. Tarrant
Chief Executive Officer and President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 1 to Registration Statement has been signed by the following
persons in the capacities indicated below on the 19th day of December, 1997.
By:/s/ Richard E. Tarrant
----------------------------
Richard E. Tarrant
Chief Executive Officer, President and
Director (Principal Executive Officer)
By:/s/ John A. Kane
----------------------------
John A. Kane
Vice President of Finance and
Administration,
Chief Financial Officer and Treasurer
(Principal Financial Officer)
By:/s/ Paul L. Egerman
----------------------------
Paul L. Egerman, Director
By:/s/ Henry M. Tufo
----------------------------
Henry M. Tufo, Director
By:/s/ Steven M. Lash
----------------------------
Steven M. Lash, Director
<PAGE>
By:/s/ Robert H. Hoehl
--------------------------
Robert H. Hoehl, Director
By:/s/ Stuart H. Altman
--------------------------
Stuart H. Altman, Director
By:/s/ Malcolm A. Gleser
-------------------------
Malcolm A. Gleser, Director
By:/s/ Frank T. Sample
-------------------------
Frank T. Sample, Director
<PAGE>
The Salary Savings and Deferral Plan. Pursuant to the requirements of
the Securities Act, the trustees of the 401(k) Plan have duly caused this
Amendment No. 1 to Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Seattle, State of
Washington, on October 10, 1997.
PHAMIS, INC. SALARY SAVINGS
AND DEFERRAL PLAN
By:/s/ Frank T. Sample
-----------------------
Frank T. Sample
