-----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, TI0BTPh3lFiEkmAHvNyTSEbbFJQG9RbZmj+puUIqTRlt89noyMXv6YiXSSAuXDjC Vzpgl5QcTpt+YOj+7Qtw7w== 0000950135-96-003749.txt : 19960820 0000950135-96-003749.hdr.sgml : 19960820 ACCESSION NUMBER: 0000950135-96-003749 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19960819 EFFECTIVENESS DATE: 19960907 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: TRANSITION SYSTEMS INC CENTRAL INDEX KEY: 0001009301 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 042887598 STATE OF INCORPORATION: MA FISCAL YEAR END: 0928 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-10413 FILM NUMBER: 96617549 BUSINESS ADDRESS: STREET 1: ONE BOSTON PLACE CITY: BOSTON STATE: MA ZIP: 02108 BUSINESS PHONE: 6177234222 S-8 1 TRANSITION SYSTEMS, INC. 1 Registration No. 333- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Transition Systems, Inc. - -------------------------------------------------------------------------------- (Exact name of issuer as specified in its charter) Massachusetts 04-2887598 - -------------------------------------------------------------------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Boston Place, Boston, Massachusetts 02108 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) TRANSITION SYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN (Full title of the plan) Robert F. Raco President and Chief Executive Officer Transition Systems, Inc. One Boston Place Boston, Massachusetts 02108 (617) 723-4222 - -------------------------------------------------------------------------------- (Name and address, including zip code, and telephone number, including area code, of agent for service) WITH A COPY TO: Donald R. Ware, Esquire Robert W. Sweet, Jr., Esquire Foley, Hoag & Eliot LLP One Post Office Square Boston, Massachusetts 02109 (617) 832-1000 - -------------------------------------------------------------------------------- CALCULATION OF REGISTRATION FEE ================================================================================ Proposed Title of Proposed Maximum Securities Amount Maximum Aggregate Amount of to be to be Offering Price Offering Registration Registered Registered Per Share Price Fee - -------------------------------------------------------------------------------- Common Stock 300,000 $22.00(1) $6,600,000(1) $2,275.86(1) (par value $0.01) shares ================================================================================ (1) Estimated pursuant to Rules 457(c) and (h) based on 85% of the average of the high and low prices of the Common Stock as reported on the National Association of Securities Dealers Automated Quotation National Market System on August 14, 1996. ------------------------------------------- 2 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents filed with the Securities and Exchange Commission (the "Commission") are incorporated in this Registration Statement by reference: (a) the Prospectus dated April 18, 1996 of Transition Systems, Inc. (the "Company" or the "Registrant") included in the Company's Registration Statement on Form S-1, File No. 333-01758 as declared effective by the Commission on April 18, 1996; (b) the description of the Company's Common Stock contained in the Registration Statement on Form 8-A filed with the Commission on April 10, 1996 under Section 12 of the Securities Exchange Act of 1934, including any amendment or description filed for the purpose of updating such description; (c) the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended March 30, 1996, as filed with the Commission on May 31, 1996; and (d) the Company's Quarterly Report on Form 10-Q for the Quarterly Period ended June 30, 1996, as filed with the Commission on August 9, 1996. All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES. Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The validity of the securities registered hereby is being passed upon for the Company by Foley, Hoag & Eliot LLP, Boston, Massachusetts. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article 6 of the Company's Amended and Restated Articles of Organization provides that a director shall not have personal liability to the Company or its stockholders for monetary damages arising out of the director's breach of fiduciary duty as a director of the Company, to the maximum extent permitted by 3 Massachusetts Law. Section 13(b)(1 1/2) of Chapter 156B of the Massachusetts Business Corporation Law provides that the articles of organization of a corporation may state a provision eliminating or limiting the personal liability of a director to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director, provided, however, that such provision shall not eliminate or limit the liability of a director (i) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts of omissions not in good faith or which involve intentional misconduct or knowing violation of law, (iii) under section 61 or 62 of the Massachusetts Business Corporation Law dealing with liability for unauthorized distributions and loans to insiders, respectively, or (iv) for any transaction from which the director derived an improper personal benefit. The Company's Amended and Restated By-Laws further provide that the Company shall, to the fullest extent authorized by Chapter 156B of the Massachusetts General Laws, indemnify each person who is, or shall have been, a director or officer of the Company or who is or was a director or employee of the Company and is serving, or shall have served, at the request of the Company, as director or officer of another organization or in any capacity with respect to any employee benefit plan of the Company, against all liabilities and expenses (including judgments, fines, penalties, amounts paid or to be paid in settlement, and reasonable attorneys' fees) imposed upon or incurred by any such person in connection with, or arising out of, the defense or disposition of any action, suit or other proceeding whether civil or criminal, in which they may be involved by reason of being or having been such a director or officer or as a result of service with respect to any such employee benefit plan. Section 67 of Chapter 156B of the Massachusetts General Laws authorizes a corporation to indemnify its directors, officers, employees and other agents unless such person shall have been adjudicated in any proceeding not to have acted in good faith in the reasonable belief that such action was in the best interests of the corporation or, to the extent such matter related to service with respect to an employee benefit plan, in the best interests of the participants or beneficiaries of such employee benefit plan. The effect of these provisions would be to permit indemnification by the Company for, among other liabilities, liabilities arising out of the Securities Act of 1933. Section 67 of the Massachusetts Business Corporation Law also affords a Massachusetts corporation the power to obtain insurance on behalf of its directors and officers against liabilities incurred by them in those capacities. The Company has procured a directors' and officers' liability and company reimbursement liability insurance policy that (i) insures directors and officers of the Company against losses (above a II-2 4 deductible amount) arising from certain claims made against them by reason of certain acts done or attempted by such directors or officers and (ii) insures the Company against losses (above a deductible amount) arising from any such claims, but only if the Company is required or permitted to indemnify such directors or officers for such losses under statutory or common law or under provisions of the Company's Amended and Restated Articles of Organization or Restated By-Laws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. ITEM 8. EXHIBITS. 4.1 Specimen certificate for the Common Stock (included as Exhibit 4.1 to the Company's Registration Statement on Form S-1, Registration Number 333-01758, and incorporated herein by reference) 4.2 Transition Systems, Inc. 1996 Employee Stock Purchase Plan (included as Exhibit 10.2 to the Company's Registration Statement on Form S-1, Registration No. 333-01758 and incorporated herein by reference) 5.1 Opinion of Counsel 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) II-3 5 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 Boston, Massachusetts, on this 16th day of August, 1996. TRANSITION SYSTEMS, INC. By: /s/ Robert F. Raco ------------------------------------- Robert F. Raco President and Chief Executive Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Robert E. Kinney and Paula J. Malzone, and each of them, true and lawful attorneys-in-fact and agents with full power of substitution, for and in name, place and stead, 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 all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing which they, or any of them, may deem necessary or advisable to be done in connection with this Registration Statement, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or any substitute or substitutes for any or all of them, may lawfully do or cause to be done by virtue hereof. 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. Signature Title Date - --------- ----- ---- /s/ Robert F. Raco President and Chief August 16, 1996 - ------------------- Executive Officer Robert F. Raco and Director (Principal Executive Officer) II-4 6 Signature Title Date - --------- ----- ---- /s/ Robert E. Kinney Chief Financial Officer August 16, 1996 - ----------------------- Robert E. Kinney /s/ Paula J. Malzone Treasurer August 16, 1996 - ----------------------- Paula J. Malzone /s/ Patrick T. Hackett Director August 14, 1996 - ----------------------- Patrick T. Hackett /s/ Robert S. Hillas Director August 16, 1996 - ----------------------- Robert S. Hillas /s/ Peter Van Etten Director August 14, 1996 - ----------------------- Peter Van Etten /s/ Allen F. Wise Director August 14, 1996 - ----------------------- Allen F. Wise II-5 7 EXHIBIT INDEX ------------- Exhibit No. Description Page - ------- ----------- ---- 4.1 Specimen certificate for the Common Stock (included as Exhibit 4.1 to the Company's Registration Statement on Form S-1, Registration Number 333-01758, and incorporated herein by reference) 4.2 Transition Systems, Inc. 1996 Employee Stock Purchase Plan (included as Exhibit 10.2 to the Company's Registration Statement on Form S-1, Registration No. 333-01758 and incorporated herein by reference) 5.1 Opinion of Counsel 23.1 Consent of Independent Accountants 23.2 Consent of Counsel (included in Exhibit 5.1) 24.1 Power of Attorney (contained on the signature page) EX-5.1 2 OPINION OF COUNSEL 1 Exhibit 5.1 August 19, 1996 Transition Systems, Inc. One Boston Place, 27th Floor Boston, Massachusetts 02108 Ladies and Gentlemen: We are familiar with the Registration Statement on Form S-8 (the "S-8 Registration Statement") filed today by Transition Systems, Inc., a Massachusetts corporation (the "Company") with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The S-8 Registration Statement relates to the proposed offering by the Company of 300,000 shares (the "Shares") of its Common Stock, par value $0.01 per share (the "Common Stock"), issuable pursuant to the Company's 1996 Employee Stock Purchase Plan (the "Stock Purchase Plan"). In arriving at the opinion expressed below, we have examined and relied upon the following documents: (1) the Amended and Restated Articles of Organization of the Company; (2) the Amended and Restated By-Laws of the Company; (3) the records of meetings and consents of the Board of Directors and stockholders of the Company provided to us by the Company; and (4) the Stock Purchase Plan. In addition, we have examined and relied upon the originals or copies certified or otherwise identified to our satisfaction of all such corporate records of the Company and such other instruments and other certificates of public officials, officers and representatives of the Company and such other persons, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. 2 EXHIBIT 5.1 Transition Systems, Inc. August 19, 1996 Page 2 Based upon the foregoing, it is our opinion that: 1. The Company has corporate power adequate for the issuance of the Shares in accordance with the S-8 Registration Statement. The Company has taken all necessary corporate action required to authorize the issuance and sale of the Shares. When certificates for the Shares have been duly executed and counter-signed, and delivered against due receipt of the exercise price for the Shares as described in the Stock Purchase Plan, the Shares will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the S-8 Registration Statement. Very truly yours, FOLEY, HOAG & ELIOT LLP By: /s/ ROBERT W. SWEET, JR. --------------------------- A Partner EX-23.1 3 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated November 17, 1995 (except as to the information presented in Notes 8 and 13 for which the dates are February 26, 1996 and January 24, 1996, respectively) on our audit of the consolidated financial statements of Transition Systems, Inc., which report is included in the Registration Statement on Form S-1 (SEC File No. 333-01758) of Transition Systems, Inc. COOPERS & LYBRAND L.L.P. Boston, Massachusetts August 15, 1996 -----END PRIVACY-ENHANCED MESSAGE-----