-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PFAuyd5YHwI8jPkSdEPMrKOHi+UtM07GmfAzW9alVEg6Vz4E3ThLNK5BJukCFdza ai1oHNyZ0GS6Dwe5iuKxBg== 0000950144-98-005705.txt : 19980511 0000950144-98-005705.hdr.sgml : 19980511 ACCESSION NUMBER: 0000950144-98-005705 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 REFERENCES 429: 333-08271 FILED AS OF DATE: 19980508 EFFECTIVENESS DATE: 19980508 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEALTHDYNE INFORMATION ENTERPRISES INC CENTRAL INDEX KEY: 0001000231 STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845] IRS NUMBER: 582112366 STATE OF INCORPORATION: GA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-52145 FILM NUMBER: 98613536 BUSINESS ADDRESS: STREET 1: 1850 PKWY PLACE STE 1100 CITY: MARIETTA STATE: GA ZIP: 30067 BUSINESS PHONE: 7704238450 MAIL ADDRESS: STREET 1: 1850 PKWY PLACE STE 1100 CITY: MARIETTA STATE: GA ZIP: 30067 S-8 1 HEALTHDYNE INFORMATION ENTERPRISES, INC. 1 As filed with the Securities and Exchange Commission on May 8, 1998 Registration No. *333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 HEALTHDYNE INFORMATION ENTERPRISES, INC. (Exact name of registrant as specified in its charter) Georgia 58-2112366 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 1850 Parkway Place, Suite 1100, Marietta, GA 30067 (Address of principal executive offices) (Zip Code) HEALTHDYNE INFORMATION ENTERPRISES, INC. STOCK OPTION PLAN I (Full title of the plan) Joseph G. Bleser Executive Vice President and Chief Financial Officer Healthdyne Information Enterprises, Inc. 1850 Parkway Place, Suite 1100 Marietta, Georgia 30067 (Name and address of agent for service) (770) 423-8450 (Telephone number, including area code, of agent for service) The Commission is requested to mail signed copies of all orders, notices and communications to: PATRICIA A. WILSON, ESQ. TROUTMAN SANDERS LLP 600 PEACHTREE STREET, N.E., SUITE 5200 ATLANTA, GEORGIA 30308-2216 (404) 885-3242
- --------------------------------------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE - --------------------------------------------------------------------------------------------------------------- Proposed maximum Proposed maximum Amount of Title of securities Amount to be offering price aggregate registration to be registered registered (1) per share (2) offering price (2) fee - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share, 89,783 shares $3.54 $317,832 $94 together with associated preferred stock purchase rights - ---------------------------------------------------------------------------------------------------------------
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, includes an indeterminate number of additional shares which may be offered and issued to prevent dilution resulting from stock splits, stock dividends or similar transactions as provided in the Healthdyne Information Enterprises, Inc. Stock Option Plan I. (2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457 under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of the Common Stock on May 1, 1998 as reported on the Nasdaq National Market. ================================================================================ * As permitted by Rule 429 under the Securities Act of 1933, as amended, the prospectus related to this Registration Statement also covers securities registered under Registration Statement No. 333-08271 on Form S-8. 2 EXPLANATORY NOTE This Registration Statement on Form S-8 is being filed to register 89,783 additional shares of the common stock, par value $.01 per share, together with associated preferred stock purchase rights (the "Common Stock"), of Healthdyne Information Enterprises, Inc. (the "Company") which have been reserved for issuance under the Company's Stock Option Plan I (the "Plan"). A total of 930,000 shares of the Common Stock reserved under the Plan have previously been registered on a Registration Statement on Form S-8 (Registration No. 333-08271, filed on July 17, 1996) (the "Original Form S-8"). Pursuant to and as permitted by General Instruction E to Form S-8, the contents of the Original Form S-8 are hereby incorporated by reference herein, and the opinions and consents listed at Item 8 below are annexed hereto. Item 8. Exhibits. The following exhibits are filed as part of this Registration Statement:
Exhibit Number Description ------ ----------- 5 Opinion of Troutman Sanders LLP. 23.1 Consent of Troutman Sanders LLP (contained in opinion filed as Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Powers of Attorney (contained on page II-3 hereof).
II-2 3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, 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 May 8, 1998. HEALTHDYNE INFORMATION ENTERPRISES, INC. (Registrant) By: /s/ Joseph G. Bleser ----------------------------------------------- Name: Joseph G. Bleser Title: Executive Vice President, Chief Financial Officer, Secretary and Treasurer KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Robert I. Murrie and Joseph G. Bleser, and each of them acting individually, as his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, and 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 and any applicable securities exchange or securities self-regulatory body, granting unto said attorneys-in-fact and agents, and each of them acting individually, full power and authority to do and to 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 might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them acting individually, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Parker H. Petit Chairman of the Board of Directors May 8, 1998 - --------------------------------- Parker H. Petit /s/ Robert I. Murrie Director, President and Chief Executive Officer May 8, 1998 - --------------------------------- (Principal Executive Officer) Robert I. Murrie
II-3 4
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Joseph G. Bleser Director, Executive Vice President-Finance, May 8, 1998 - --------------------------------- Chief Financial Officer, Treasurer and Secretary Joseph G. Bleser (Principal Financial Officer) /s/ Cheryl N. Blanco Vice President - Controller, Chief Accounting May 8, 1998 - --------------------------------- Officer, Assistant Treasurer and Assistant Cheryl N. Blanco Secretary (Principal Accounting Officer) /s/ J. Terry Dewberry Director May 8, 1998 - --------------------------------- J. Terry Dewberry /s/ William J. Gresham, Jr. Director May 8, 1998 - --------------------------------- William J. Gresham, Jr. /s/ Charles R. Hatcher, Jr. Director May 6, 1998 - --------------------------------- Charles R. Hatcher, Jr. /s/ John W. Lawless Director May 4, 1998 - --------------------------------- John W. Lawless /s/ Carl E. Sanders Director May 8, 1998 - --------------------------------- Carl E. Sanders /s/ Donald W. Weber Director May 8, 1998 - --------------------------------- Donald W. Weber
II-4 5 EXHIBIT INDEX
Exhibit Number Description ------ ----------- 5 Opinion of Troutman Sanders LLP. 23.1 Consent of Troutman Sanders LLP (contained in opinion filed as Exhibit 5). 23.2 Consent of KPMG Peat Marwick LLP. 24 Powers of Attorney (contained on page II-3 hereof).
EX-5 2 OPINION OF TROUTMAN SANDERS LLP 1 EXHIBIT 5 Troutman Sanders LLP NationsBank Plaza 600 Peachtree Street N.E., Suite 5200 Atlanta, Georgia 30308-2216 Telephone: (404) 885-3000 Facsimile: (404) 885-3995 May 8, 1998 Healthdyne Information Enterprises, Inc. 1850 Parkway Place Suite 1100 Marietta, Georgia 30067 Ladies and Gentlemen: We have examined a copy of the registration statement on Form S-8 proposed to be filed by Healthdyne Information Enterprises, Inc. (the "Company"), with the Securities and Exchange Commission (the "Commission"), relating to the registration pursuant to the provisions of the Securities Act of 1933, as amended (the "Act"), of 89,783 shares (the "Shares") of the Company's Common Stock, par value $.01 per share, together with associated preferred stock purchase rights (the "Common Stock"), reserved for issuance in connection with options to be granted under the Company's Stock Option Plan I (the "Plan"). In rendering this opinion, we have reviewed such documents and made such investigations as we deemed appropriate. We are of the opinion that, subject to compliance with the pertinent provisions of the Act and to compliance with such securities or "Blue Sky" laws of any jurisdiction as may be applicable, when certificates evidencing the Shares have been duly executed, countersigned, registered, issued and delivered in accordance with the terms of the Plan and the respective stock option agreements entered into, under and in accordance with the Plan, the Shares will be duly and validly issued and outstanding, fully paid and non-assessable shares of Common Stock of the Company. We are members of the Bar of the State of Georgia. In expressing the opinions set forth above, we are not passing on the laws of any jurisdiction other than the laws of the State of Georgia and the Federal law of the United States of America. We hereby consent to the filing of this opinion or copies thereof as an exhibit to the registration statement referred to above. Very truly yours, /s/ Troutman Sanders LLP EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.2 ACCOUNTANTS' CONSENT The Board of Directors Healthdyne Information Enterprises, Inc. We consent to the use of our reports incorporated herein by reference. /s/ KPMG Peat Marwick LLP KPMG PEAT MARWICK LLP Atlanta, Georgia May 8, 1998 -----END PRIVACY-ENHANCED MESSAGE-----