-----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, WBZr9QD8ctWvboF4EaMpmdVxxPupjyEKo3Ccxc70pSr2Wk9Zl2hm/fsVu5hZ4sK6 BQovgKV8l1qrVtm0h+DDqg== 0000912057-99-008852.txt : 19991213 0000912057-99-008852.hdr.sgml : 19991213 ACCESSION NUMBER: 0000912057-99-008852 CONFORMED SUBMISSION TYPE: S-1MEF PUBLIC DOCUMENT COUNT: 4 333-87285 FILED AS OF DATE: 19991209 EFFECTIVENESS DATE: 19991209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALOGIC INC CENTRAL INDEX KEY: 0000923899 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 930890696 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-1MEF SEC ACT: SEC FILE NUMBER: 333-92455 FILM NUMBER: 99771878 BUSINESS ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY STREET 2: STE 400 CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036456442 MAIL ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 S-1MEF 1 S-1MEF AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1999 REGISTRATION NO. 333- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------------- MEDICALOGIC, INC. (Exact Name of Registrant in its Charter) -------------------------- OREGON 7374 93-0890696 (State or other jurisdiction (Primary Standard (I.R.S. Employer of incorporation) Industrial Identification Number) Classification Code No.)
20500 NW EVERGREEN PARKWAY HILLSBORO, OREGON 97124 TELEPHONE: (503) 531-7000 (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) -------------------------- MARK K. LEAVITT CHIEF EXECUTIVE OFFICER 20500 NW EVERGREEN PARKWAY HILLSBORO, OREGON 97124 TELEPHONE: (503) 531-7000 (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- COPIES TO: STEPHEN E. BABSON ROY W. TUCKER TODD A. BAUMAN Perkins Coie LLP Stoel Rives LLP 1211 SW Fifth Avenue, Suite 1500 900 SW Fifth Avenue, Suite 2600 Portland, Oregon 97204 Portland, Oregon 97204 (503) 727-2000 (503) 224-3380
-------------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE EFFECTIVE DATE OF THIS REGISTRATION STATEMENT. -------------------------- If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. /X/ 333-87285 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration number of the earlier effective registration statement for the same offering. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(d) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / / -------------------------- CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTERED SHARE(1) PRICE(1) Common Stock.............. 690,000(2) $17.00 $11,730,000 AMOUNT OF TITLE OF EACH CLASS OF SECURITIES TO BE REGISTERED REGISTRATION FEE Common Stock.............. $3,097
(1) Estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. (2) Includes 103,500 shares that the underwriters have the option to purchase to cover over-allotments, if any (the "Over-allotment Option"). - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement on Form S-1 is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-1, as amended (File No. 333-87285) filed by MedicaLogic, Inc. (the "Registrant") with the Securities and Exchange Commission as declared effective on December 9, 1999, are incorporated herein by reference. EXHIBITS The following exhibits are filed as part of this Registration Statement:
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ---------------------- 5.1 Opinion of Stoel Rives LLP as to the legality of the securities 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP 23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1) 24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-87285))
2 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-1 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Hillsboro, Oregon on the 9th day of December, 1999. MEDICALOGIC, INC. By: /s/ MARK K. LEAVITT -------------------------------------------- Mark K. Leavitt CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below on December 9, 1999, by the following persons in the capacities indicated.
SIGNATURE TITLE --------- ----- /s/ MARK K. LEAVITT, M.D. ------------------------------------------- Chairman of the Board and Chief Executive Mark K. Leavitt, M.D. Officer(Principal Executive Officer) /s/ FRANK J. SPINA Senior Vice President and Chief Financial ------------------------------------------- Officer (Principal Accounting and Financial Frank J. Spina Officer) /s/ CHARLES D. BURWELL * ------------------------------------------- Director Charles D. Burwell /s/ BRUCE M. FRIED * ------------------------------------------- Director Bruce M. Fried /s/ RONALD H. KASE * ------------------------------------------- Director Ronald H. Kase /s/ DAVID C. MOFFENBEIER * ------------------------------------------- Director David C. Moffenbeier /s/ NEAL MOSZKOWSKI * ------------------------------------------- Director Neal Moszkowski /s/ MARK A. STEVENS * ------------------------------------------- Director Mark A. Stevens
SIGNATURE TITLE --------- ----- /s/ RONALD R. TAYLOR * ------------------------------------------- Director Ronald R. Taylor /s/ DAVID W. WROE * ------------------------------------------- Director David W. Wroe
*By: /s/ MARK K. LEAVITT, M.D. --------------------------------------- Mark K. Leavitt, M.D. ATTORNEY-IN-FACT
INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT ------- ------------------------------------------------------------ 5.1 Opinion of Stoel Rives LLP 23.1 Consent of KPMG LLP 23.2 Consent of KPMG LLP 23.3 Consent of Stoel Rives LLP (included in Exhibit 5.1) 24.1 Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registrant's Registration Statement on Form S-1, as amended (Registration No. 333-87285))
EX-5.1 2 EXHIBIT 5.1 EXHIBIT 5.1 December 9, 1999 Board of Directors MedicaLogic, Inc. 20500 NW Evergreen Parkway Hillsboro, Oregon 97124 Re: REGISTRATION STATEMENT OF FORM S-1 We have acted as counsel for MedicaLogic, Inc., an Oregon corporation (the "Company"), in connection with the preparation and filing of a Registration Statement on Form S-1, Registration No. 333-87285 (the "Registration Statement"), and a related new Registration Statement (the "New Registration Statement") filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the "Act"), covering 6,785,000 shares (the "Shares") of Common Stock. We have reviewed the corporate action of the Company in connection with this matter and have examined the documents, corporate records and other instruments we deemed necessary for the purpose of this opinion. Based on the foregoing, it is our opinion that: (1) The Company is a corporation existing under the laws of the state of Oregon; and (2) The Shares have been duly authorized and, when issued and sold in the manner described in the Registration Statement and the New Registration Statement and in accordance with resolutions adopted by the Board of Directors of the Company, and when payment therefor shall have been received by the Company, will be validly issued, fully paid and nonassessable. We consent to the use of our name in the Registration Statement and the New Registration Statement and in the Prospectus filed as a part thereof and to the filing of this opinion as an exhibit to the New Registration Statement. Very truly yours, STOEL RIVES LLP STOEL RIVES LLP EX-23.1 3 EXHIBIT 23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the use of our Independent Auditors' Report dated October 22, 1999, except as to note 13(d) which is as of November 12, 1999, relating to the consolidated balance sheets of MedicaLogic, Inc. as of December 31, 1997 and 1998, and September 30, 1999 and the related consolidated statements of operations, shareholders' equity (deficit) and cash flows for each of the years in the three-year period ended December 31, 1998 and for the nine-month period ended September 30, 1999 which report is included in the Registration Statement and Prospectus, dated December 9, 1999, of MedicaLogic, Inc., and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG LLP Portland, Oregon December 9, 1999 EX-23.2 4 EXHIBIT 23.2 EXHIBIT 23.2 CONSENT OF INDEPENDENT AUDITORS The Board of Directors PrimaCis Health Information Technology, Inc.: We consent to the use of our report on the financial statements of PrimaCis Health Information Technology, Inc. as of December 31, 1998 and for the year then ended included herein and to the reference to our firm under the heading "Experts" in the Prospectus. /s/ KPMG LLP Portland, Oregon December 10, 1999 -----END PRIVACY-ENHANCED MESSAGE-----