-----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, MaL+gunUhhd50kOmy2lprYRAKeDsWzRoFhaNBRbbNJCWvBYM9xEMD338USpZPq1U A+RhJZL50QwynsVk/jsnjg== 0000927016-97-001889.txt : 19970711 0000927016-97-001889.hdr.sgml : 19970711 ACCESSION NUMBER: 0000927016-97-001889 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19970710 EFFECTIVENESS DATE: 19970710 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: IDX SYSTEMS CORP CENTRAL INDEX KEY: 0001001185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 030222230 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-31047 FILM NUMBER: 97639101 BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on July 10, 1997 Registration No. 333- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 IDX SYSTEMS CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) VERMONT 03-0222230 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 1400 SHELBURNE ROAD, P.O. BOX 1070, SOUTH BURLINGTON, VERMONT 05403 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip code) 1985 INCENTIVE STOCK OPTION PLAN 1994 INCENTIVE STOCK OPTION PLAN 1995 DIRECTOR STOCK OPTION PLAN 1995 EMPLOYEE STOCK PURCHASE PLAN 1995 STOCK OPTION PLAN NONSTATUTORY STOCK OPTIONS - -------------------------------------------------------------------------------- (Full title of the plans) RICHARD E. TARRANT PRESIDENT AND CHIEF EXECUTIVE OFFICER IDX SYSTEMS CORPORATION 1400 SHELBURNE ROAD, P.O. BOX 1070, SOUTH BURLINGTON, VERMONT 05403 - -------------------------------------------------------------------------------- (Name and address of agent for service) (802) 862-1022 - -------------------------------------------------------------------------------- (Telephone number, including area code, of agent for service) Copies to: --------- ROBERT W. BAKER, JR. PETER B. TARR IDX SYSTEMS CORPORATION HALE AND DORR LLP 1400 SHELBURNE ROAD 60 STATE STREET P.O. BOX 1070 BOSTON, MASSACHUSETTS 02109 SOUTH BURLINGTON, VT 05403 (617) 526-6000 (802) 862-1022 CALCULATION OF REGISTRATION FEE
PROPOSED PROPOSED TITLE OF MAXIMUM MAXIMUM SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF TO BE TO BE PRICE PER OFFERING REGISTRATION REGISTERED REGISTERED (#) SHARE ($)(1) PRICE ($)(1) FEE ($) - ------------------------------------------------------------------------------------ 1995 DIRECTOR STOCK OPTION PLAN Common Stock (Par Value $.01) 50,000 shares $33.578 $ 1,678,900.00 $ 508.75 - ------------------------------------------------------------------------------------ 1995 EMPLOYEE STOCK PURCHASE PLAN Common Stock (Par Value $.01) 900,000 shares 33.578 30,220,200.00 9,157.64 - ------------------------------------------------------------------------------------ 1995 STOCK OPTION PLAN Common Stock (Par Value $.01) 3,030,000 shares 33.578 101,741,340.00 - ------------------------------------------------------------------------------------ TOTAL 3,980,000 shares 33.578 $133,640,440.00 $40,497.10 - ------------------------------------------------------------------------------------
(1) Price estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, and based on the average of the high and low prices of the Registrant's Common Stock on July 9, 1997, as quoted on the Nasdaq National Market. STATEMENT OF INCORPORATION BY REFERENCE This Registration Statement on Form S-8 incorporates by reference the contents of Registration Statement on Form S-8 (File No. 333-1502) filed by the Registrant on February 20, 1996, relating to the Registrant's 1985 Incentive Stock Option Plan, 1994 Incentive Stock Option Plan, 1995 Director Stock Option Plan, 1995 Employee Stock Purchase Plan, 1995 Stock Option Plan and Nonstatutory Stock Options. 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 South Burlington, State of Vermont, on July 10, 1997. IDX SYSTEMS CORPORATION By: /s/ Richard E. Tarrant ------------------------------------------ Richard E. Tarrant President and Chief Executive Officer POWER OF ATTORNEY We, the undersigned officers and directors of IDX Systems Corporation, hereby severally constitute and appoint Richard E. Tarrant, John A. Kane, Robert W. Baker, Jr., Esq. and Peter B. Tarr, Esq., and each of them singly, our true and lawful attorneys with full power to them, to sign for us and in our names, in the capacities indicated below, the Registration Statement filed herewith, and any and all amendments to said Registration Statement and generally to do all such things in our names and behalf in our capacities as officers and directors to enable IDX Systems Corporation to comply with the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said Registration Statement and any and all amendments thereto. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated. Signature Title Date --------- ----- ---- /s/ Richard E. Tarrant President, Chief Executive July 10, 1997 - --------------------------- Officer and Director Richard E. Tarrant (Principal Executive Officer) /s/ John A. Kane Vice President, Finance and July 10, 1997 - --------------------------- Administration, Chief Financial John A. Kane Officer and Treasurer (Principal Financial Officer and Principal Accounting Officer) /s/ Robert H. Hoehl Director July 10, 1997 - --------------------------- Robert H. Hoehl /s/ Paul L. Egerman Director July 10, 1997 - --------------------------- Paul L. Egerman /s/ Henry M. Tufo, M.D. Director July 10, 1997 - --------------------------- Henry M. Tufo, M.D. /s/ Stuart H. Altman, Ph.D. Director July 10, 1997 - --------------------------- Stuart H. Altman, Ph.D. /s/ Steven M. Lash Director July 10, 1997 - --------------------------- Steven M. Lash /s/ Frank T. Sample Director July 10, 1997 - --------------------------- Frank T. Sample II-1 /s/ Malcolm A. Gleser Director July 10, 1997 - --------------------------- Malcolm A. Gleser, M.D., Ph.D. II-2 INDEX TO EXHIBITS Exhibit Number Exhibit Page ------- ------- ---- *4.1 Second Amended and Restated Articles of Incorporation of the Registrant *4.2 Second Amended and Restated By-Laws of the Registrant *4.3 Specimen Certificate of Common Stock of the Registrant 5.1 Opinion of Robert W. Baker, Jr., Esq., General Counsel to the Registrant 23.1 Consent of Robert W. Baker, Jr., Esq. (included in Exhibit 5.1) 23.2 Consent of Ernst & Young LLP 24.1 Power of Attorney (included on the signature page of this Registration Statement) - --------------- * Previously filed with the Commission as an Exhibit to the Registrant's Registration Statement on Form S-1 (File No. 33-97104) which was originally filed with the Commission September 19, 1995 and is incorporated herein by reference. II-3 EX-5.1 2 OPINION OF ROBERT W. BAKER, JR., ESQ. Exhibit 5.1 ----------- [Letterhead of IDX Systems Corporation] July , 1997 IDX Systems Corporation 1400 Shelburne Road P.O. Box 1070 South Burlington, VT 05403 Attention: Jack A. Kane, Chief Financial Officer Dear Mr. Kane: I have assisted in the preparation of a Registration Statement on Form S-8 (the "Registration Statement"), to be filed with the Securities and Exchange Commission, relating to an aggregate of 3,980,000 shares of Common Stock, $.01 par value per share (the "Shares"), of IDX Systems Corporation (the "Company"), issuable under the Company's 1995 Director Stock Option Plan, 1995 Employee Stock Purchase Plan and 1995 Stock Option Plan (the "Plans"). I have examined the Second Amended and Restated Articles of Incorporation and the Second Amended and Restated By-Laws of the Company and all amendments thereto, the Registration Statement and originals, or copies certified to my satisfaction, of such records of meetings, written actions in lieu of meetings, or resolutions adopted at meetings, of the directors and stockholders of the Company, and such other documents and instruments as in my judgment are necessary or appropriate to enable me to render the opinions expressed below. In examination of the foregoing documents, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as certified or photostatic copies, and the authenticity of the originals of such latter documents. Based upon and subject to the foregoing, I am of the opinion that the Shares have been duly and validly authorized for issuance and, when issued against payment therefor in accordance with the terms of the Plans, will be duly issued, fully paid and non-assessable. I advise you that I am a member of the Bar of Vermont and that, accordingly, I express no opinion on the laws of any jurisdiction other than Vermont. I hereby consent to the filing of this opinion as an Exhibit to the Registration Statement. Very truly yours, /s/Robert W. Baker, Jr. Robert W. Baker, Jr. Vice President and General Counsel EX-23.2 3 CONSENT OF ERNST & YOUNG LLP Exhibit 23.2 ------------ CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1985 Incentive Stock Option Plan, the 1994 Incentive Stock Option Plan, the 1995 Director Stock Option Plan, the 1995 Employee Stock Purchase Plan, the 1995 Stock Option Plan and Non-statutory Stock options granted to directors and officers of IDX Systems Corporation of our report dated February 5, 1997, with respect to the consolidated financial statements of IDX Systems Corporation included in its Annual Report (Form 10-K) for the year ended December 31, 1996. /s/ Ernst & Young LLP ERNST & YOUNG LLP Boston, Massachusetts July 7, 1997 -----END PRIVACY-ENHANCED MESSAGE-----