<PAGE>

    As filed with the Securities and Exchange Commission on January 31, 2001.

                                                  Registration No. 333-


                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                 HEALTHAXIS INC.
             (Exact name of Registrant as specified in its charter)

<TABLE>
<CAPTION>
                                         2500 DeKalb Pike
           Pennsylvania               East Norriton, PA 19401          23-2214195
---------------------------------  -------------------------------  -------------------
<S>                                 <C>                             <C>
 (State or other jurisdiction of   (Address of Principal Executive   (I.R.S. Employer
  incorporation or organization)            Offices)                Identification No.)
</TABLE>

                     HEALTHAXIS INC. 2000 STOCK OPTION PLAN
                            (full title of the Plan)

                              Michael G. Hankinson
                  Vice President, Secretary and General Counsel
                                 HealthAxis Inc.
                                2500 DeKalb Pike
                             East Norriton, PA 19401
                            Telephone (610) 279-2500

                     (Name and address and telephone number,
                   including area code, of agent for service)


                                   Copies to:

                            Barry H. Genkin, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===========================================================================================================================
                                                                          Proposed          Proposed
                                                                          Maximum            Maximum           Amount of
               Title of securities                   Amount to be      Offering price       Aggregate        Registration
                to be registered                    Registered (1)       per share       Offering price           Fee
---------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>                   <C>                <C>                  <C>
Common Stock, par value $.10 per share.........   10,000,000 shares           (2)          $25,434,225          $6,359
---------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1)      This registration statement also relates to an indeterminate number of
         shares of Common Stock that may be issued upon stock splits, stock
         dividends or similar transactions in accordance with Rule 416.
(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h) and (c) based upon the exercise price of
         $4.56 per share with respect to 60,000 shares and the average of the
         bid and asked prices of the Company's common stock on the NASDAQ Stock
         Market on January 29, 2001 of $2-17/32 with respect to 9,940,000
         shares.
<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ----------------

         HealthAxis Inc., referred to as HAI or the Company in this document,
will send or give document(s) containing the information specified in Item I to
employees as specified by Rule 428(b)(1). These documents are not required to be
filed as part of this registration statement.

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

                  Upon written or oral request by a participant in the
HealthAxis Inc. 2000 Stock Option Plan, HAI will provide any of the documents
incorporated by reference in Item 3 of Part II of this registration statement,
which are incorporated by reference into the Section 10(a) prospectus, without
charge. Any documents required to be delivered to the participants pursuant to
Rule 428(b) will also be delivered without charge. All request should be
delivered to HealthAxis Inc. at 2500 DeKalb Pike, East Norriton, Pennsylvania
19401, 610-279-2500, Attention: Secretary.





















                                       1
<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         The following documents previously filed by HAI with the SEC are hereby
incorporated by reference in this Registration Statement:

                (a)      The Company's Annual Report on Form 10-K/A (File No.
                         000-13591) for the fiscal year ended December 31, 1999;

                (b)      The Company's amended quarterly reports on Form 10-Q/A
                         (File No. 000-13591) for the quarters ended March 31,
                         2000, June 30, 2000 and September 30, 2000;

                (c)      The Company's Current Reports on Form 8-K (File No.
                         000-13591) dated January 21, 2000, February 1, 2000,
                         April 3, 2000, July 20, 2000, September 18, 2000,
                         October 11, 2000, October 27, 2000, December 14, 2000,
                         January 3, 2001 and January 30, 2001;

                (d)      The Company's Current Reports on Form 8-K/A (File No.
                         000-13591) dated February 17, 2000 and April 20, 2000;

                (e)      All other reports filed by the Company pursuant to
                         Section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934, as amended (the "Exchange Act"), since the end
                         of the fiscal year covered by the Annual Report on Form
                         10-K/A referred to in (a) above; and

                (f)      The description of the Company's common stock, which is
                         incorporated by reference to the Company's Current
                         Report on Form 8-K (File No. 000-13591) filed with the
                         SEC on January 30, 2001 under the Exchange Act,
                         including any amendments or reports filed for the
                         purpose of updating such description.

         All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 a part
thereof from the date of the filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

                                      II-1
<PAGE>

Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         HAI is incorporated under the laws of the Commonwealth of Pennsylvania.

         Section 1741 of the Pennsylvania Business Corporation Law ("PBCL")
empowers a Pennsylvania corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another corporation or enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Section 1742 of the PBCL empowers a corporation to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another corporation or
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
provided that indemnification will not be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless there is a judicial determination that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.

         Section 1743 of the PBCL provides that to the extent that a
representative of a corporation has been successful on the merits or otherwise
in defense of any action or proceeding, or in defense of any claim, issue or
matter in such action or proceeding, he or she will be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with such action or proceeding.

         Section 1745 of the PBCL provides that expenses, including attorneys'
fees, incurred in defending an action or proceeding may be paid by the
corporation in advance of the final disposition of such action or proceeding on
receipt of an undertaking by or on behalf of the representative to repay such
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation.

         Section 1746 of the PBCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of the PBCL will not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise.
However, Section 1746 also provides that such indemnification will not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

         HAI provides for indemnification of its directors and officers pursuant
to Article 14 of its Amended and Restated Articles of Incorporation and Article
IV of its Bylaws. Article 14 of HAI's Amended and Restated Articles of
Incorporation and Article IV of HAI's Bylaws provide in effect that, unless

                                      II-2
<PAGE>

prohibited by applicable law, HAI will indemnify directors and officers against
all expenses, including attorney's fees, judgments, fines and amounts paid in
settlement incurred in connection with any actions or proceedings, subject to
certain limitations in the case of actions by directors and officers against
HAI. Under Article IV, HAI will also advance amounts to any director or officer
during the pendency of any actions or proceedings against expenses incurred in
connection with the actions or proceedings, provided that, if required by law,
HAI receives an undertaking to repay the amount advanced if it is ultimately
determined that the person is not entitled to be indemnified under Article IV.
The indemnification provided for in Article IV is in addition to any rights to
which any director or officer may otherwise be entitled. Article IV of HAI's
Bylaws also provides that the right of a director or officer to indemnification
and advancement of expenses will continue for a person who has ceased to be a
director or officer of the Company, and inure to the benefit of the person's
heirs, executors and administrators.

         As authorized by Article 14 of its Amended and Restated Articles of
Incorporation, HAI has purchased directors' and officers' liability insurance
policies indemnifying its directors and officers and the directors and officers
of its subsidiaries against claims and liabilities, with stated exceptions, to
which they may become subject by reason of their positions with HAI or its
subsidiaries as directors and officers.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated hereby
by reference.

Number  Description
------  -----------
3.1     Amended and Restated Articles of Incorporation.

3.2     Amended and Restated Bylaws.

5.1     Opinion of Blank Rome Comisky & McCauley LLP.

10.1    HealthAxis Inc. 2000 Stock Option Plan.

23.1    Consent of BDO Seidman, LLP.

23.2    Consent of BDO Seidman, LLP.

23.3    Consent of Ernst & Young, LLP.

23.4    Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).

24.1    Power of Attorney (included on signature page).

                                      II-3
<PAGE>

Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this registration
                   statement:

                   (i)    To include any prospectus required by section 10(a)(3)
                          of the Securities Act of 1933, as amended;

                   (ii)   To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement;

                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.

              (2)  That for the purpose of determining any liability under the
                   Securities Act of 1933, as amended, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and

                                      II-4
<PAGE>

Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.




























                                      II-5
<PAGE>

                                   SIGNATURES

         The Registrant. 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 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 East Norriton,
Commonwealth of Pennsylvania on the date indicated.

                                             HEALTHAXIS INC.


Date: January 30, 2001                       By: /s/ Michael Ashker
                                                 -----------------------------
                                                 Michael Ashker, President and
                                                 Chief Executive Officer

         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:

<TABLE>
<CAPTION>
Name                                     Title                                        Date
----                                     -----                                        ----
<S>                                      <C>                                          <C>
/s/ Michael Ashker                       President and Chief Executive Officer        January 30, 2001
------------------------------------     (principal executive officer)
Michael Ashker

/s/ Anthony R. Verdi                     Chief Operating Officer, Chief Financial     January 30, 2001
------------------------------------     Officer and Treasurer
Anthony R. Verdi                         (principal financial officer)

/s/ Alvin H. Clemens                     Chairman and Director                        January 30, 2001
------------------------------------
Alvin H. Clemens

/s/ Gregory T. Mutz                      Director
------------------------------------                                                  January 30, 2001
Gregory T. Mutz

                                         Director                                     -----------------
------------------------------------
Henry G. Hager

/s/ James W. Mclane                      Director                                     January 30, 2001
------------------------------------
James W. McLane

/s/ Edward W. LeBaron, Jr.               Director
------------------------------------                                                  January 30, 2001
Edward W. LeBaron, Jr.

/s/ Dennis B. Maloney                    Director                                     January 30, 2001
------------------------------------
Dennis B. Maloney

/s/ Patrick J. McLaughlin                Director
------------------------------------                                                  January 30, 2001
Patrick J. McLaughlin
</TABLE>
<PAGE>

                                  EXHIBIT INDEX


Number  Description
------  -----------

3.1     Amended and Restated Articles of Incorporation.

3.2     Amended and Restated Bylaws.

5.1     Opinion of Blank Rome Comisky & McCauley LLP.

10.1    HealthAxis Inc. 2000 Stock Option Plan.

23.1    Consent of BDO Seidman, LLP.

23.2    Consent of BDO Seidman, LLP.

23.3    Consent of Ernst & Young, LLP.

23.4    Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 22314}]
{"company-data": {"conformed-name": "HEALTHAXIS INC", "cik": "0000768892", "assigned-sic": "7371", "irs-number": "232214195", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-54690", "film-number": "1520253"}, "business-address": {"street1": "2500 DEKALB PIKE", "city": "NORRISTOWN", "state": "PA", "zip": "19401", "phone": "6102792500"}, "mail-address": {"street1": "2500 DEKALB PIKE", "street2": "PO BOX 511", "city": "NORRISTOWN", "state": "PA", "zip": "19404-0511"}, "former-company": {"former-conformed-name": "PROVIDENT AMERICAN CORP", "date-changed": "19920703"}}
As filed with the Securities and Exchange Commission on January 31, 2001.

                                                  Registration No. 333-

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                 ---------------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                                ----------------

                                 HEALTHAXIS INC.
             (Exact name of Registrant as specified in its charter)
2500 DeKalb Pike
           Pennsylvania               East Norriton, PA 19401          23-2214195
---------------------------------  -------------------------------  -------------------
(State or other jurisdiction of   (Address of Principal Executive   (I.R.S. Employer
  incorporation or organization)            Offices)                Identification No.)
HEALTHAXIS INC. 2000 STOCK OPTION PLAN
                            (full title of the Plan)

                              Michael G. Hankinson
                  Vice President, Secretary and General Counsel
                                 HealthAxis Inc.
                                2500 DeKalb Pike
                             East Norriton, PA 19401
                            Telephone (610) 279-2500

                     (Name and address and telephone number,
                   including area code, of agent for service)

                                   Copies to:

                            Barry H. Genkin, Esquire
                        Blank Rome Comisky & McCauley LLP
                                One Logan Square
                        Philadelphia, Pennsylvania 19103

                         CALCULATION OF REGISTRATION FEE
===========================================================================================================================
                                                                          Proposed          Proposed
                                                                          Maximum            Maximum           Amount of
               Title of securities                   Amount to be      Offering price       Aggregate        Registration
                to be registered                    Registered (1)       per share       Offering price           Fee
---------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.10 per share.........   10,000,000 shares           (2)          $25,434,225          $6,359
---------------------------------------------------------------------------------------------------------------------------
(1)      This registration statement also relates to an indeterminate number of
         shares of Common Stock that may be issued upon stock splits, stock
         dividends or similar transactions in accordance with Rule 416.
(2)      Estimated solely for purposes of calculating the registration fee in
         accordance with Rule 457(h) and (c) based upon the exercise price of
         $4.56 per share with respect to 60,000 shares and the average of the
         bid and asked prices of the Company's common stock on the NASDAQ Stock
         Market on January 29, 2001 of $2-17/32 with respect to 9,940,000
         shares.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1.  Plan Information.
         ----------------

         HealthAxis Inc., referred to as HAI or the Company in this document,
will send or give document(s) containing the information specified in Item I to
employees as specified by Rule 428(b)(1). These documents are not required to be
filed as part of this registration statement.

Item 2.  Registrant Information and Employee Plan Annual Information.
         -----------------------------------------------------------

                  Upon written or oral request by a participant in the
HealthAxis Inc. 2000 Stock Option Plan, HAI will provide any of the documents
incorporated by reference in Item 3 of Part II of this registration statement,
which are incorporated by reference into the Section 10(a) prospectus, without
charge. Any documents required to be delivered to the participants pursuant to
Rule 428(b) will also be delivered without charge. All request should be
delivered to HealthAxis Inc. at 2500 DeKalb Pike, East Norriton, Pennsylvania
19401, 610-279-2500, Attention: Secretary.

                                       1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         -----------------------------------------------

         The following documents previously filed by HAI with the SEC are hereby
incorporated by reference in this Registration Statement:

                (a)      The Company's Annual Report on Form 10-K/A (File No.
                         000-13591) for the fiscal year ended December 31, 1999;

                (b)      The Company's amended quarterly reports on Form 10-Q/A
                         (File No. 000-13591) for the quarters ended March 31,
                         2000, June 30, 2000 and September 30, 2000;

                (c)      The Company's Current Reports on Form 8-K (File No.
                         000-13591) dated January 21, 2000, February 1, 2000,
                         April 3, 2000, July 20, 2000, September 18, 2000,
                         October 11, 2000, October 27, 2000, December 14, 2000,
                         January 3, 2001 and January 30, 2001;

                (d)      The Company's Current Reports on Form 8-K/A (File No.
                         000-13591) dated February 17, 2000 and April 20, 2000;

                (e)      All other reports filed by the Company pursuant to
                         Section 13(a) or 15(d) of the Securities Exchange Act
                         of 1934, as amended (the "Exchange Act"), since the end
                         of the fiscal year covered by the Annual Report on Form
                         10-K/A referred to in (a) above; and

                (f)      The description of the Company's common stock, which is
                         incorporated by reference to the Company's Current
                         Report on Form 8-K (File No. 000-13591) filed with the
                         SEC on January 30, 2001 under the Exchange Act,
                         including any amendments or reports filed for the
                         purpose of updating such description.

         All documents subsequently filed by the Company with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, after the date of
this Registration Statement, and prior to the filing of a post-effective
amendment which indicates that all securities offered hereby 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 a part
thereof from the date of the filing of such documents.

Item 4.  Description of Securities.
         -------------------------

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.
         --------------------------------------

         Not Applicable.

                                      II-1
Item 6.  Indemnification of Directors and Officers.
         -----------------------------------------

         HAI is incorporated under the laws of the Commonwealth of Pennsylvania.

         Section 1741 of the Pennsylvania Business Corporation Law ("PBCL")
empowers a Pennsylvania corporation to indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the corporation, by
reason of the fact that such person is or was a representative of the
corporation or is or was serving at the request of the corporation as a
representative of another corporation or enterprise, against expenses, including
attorneys' fees, judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or her in connection with such action or proceeding,
if he or she acted in good faith and in a manner he or she reasonably believed
to be in, or not opposed to, the best interests of the corporation and, with
respect to any criminal proceeding, had no reasonable cause to believe his or
her conduct was unlawful. Section 1742 of the PBCL empowers a corporation to
indemnify any person who was or is a party, or is threatened to be made a party,
to any threatened, pending or completed action by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person is or was a representative of the corporation or is or was serving at the
request of the corporation as a representative of another corporation or
enterprise, against expenses, including attorneys' fees, actually and reasonably
incurred by him or her in connection with the defense or settlement of the
action if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the corporation,
provided that indemnification will not be made in respect of any claim, issue or
matter as to which such person has been adjudged to be liable to the corporation
unless there is a judicial determination that, in view of all the circumstances
of the case, the person is fairly and reasonably entitled to indemnity for the
expenses that the court deems proper.

         Section 1743 of the PBCL provides that to the extent that a
representative of a corporation has been successful on the merits or otherwise
in defense of any action or proceeding, or in defense of any claim, issue or
matter in such action or proceeding, he or she will be indemnified against
expenses, including attorneys' fees, actually and reasonably incurred by him or
her in connection with such action or proceeding.

         Section 1745 of the PBCL provides that expenses, including attorneys'
fees, incurred in defending an action or proceeding may be paid by the
corporation in advance of the final disposition of such action or proceeding on
receipt of an undertaking by or on behalf of the representative to repay such
amount if it is ultimately determined that he or she is not entitled to be
indemnified by the corporation.

         Section 1746 of the PBCL provides that the indemnification and
advancement of expenses provided by, or granted pursuant to, the other sections
of the PBCL will not be deemed exclusive of any other rights to which a person
seeking indemnification or advancement of expenses may be entitled under any
bylaw, agreement, vote of shareholders or disinterested directors or otherwise.
However, Section 1746 also provides that such indemnification will not be made
in any case where the act or failure to act giving rise to the claim for
indemnification is determined by a court to have constituted willful misconduct
or recklessness.

         HAI provides for indemnification of its directors and officers pursuant
to Article 14 of its Amended and Restated Articles of Incorporation and Article
IV of its Bylaws. Article 14 of HAI's Amended and Restated Articles of
Incorporation and Article IV of HAI's Bylaws provide in effect that, unless

                                      II-2
prohibited by applicable law, HAI will indemnify directors and officers against
all expenses, including attorney's fees, judgments, fines and amounts paid in
settlement incurred in connection with any actions or proceedings, subject to
certain limitations in the case of actions by directors and officers against
HAI. Under Article IV, HAI will also advance amounts to any director or officer
during the pendency of any actions or proceedings against expenses incurred in
connection with the actions or proceedings, provided that, if required by law,
HAI receives an undertaking to repay the amount advanced if it is ultimately
determined that the person is not entitled to be indemnified under Article IV.
The indemnification provided for in Article IV is in addition to any rights to
which any director or officer may otherwise be entitled. Article IV of HAI's
Bylaws also provides that the right of a director or officer to indemnification
and advancement of expenses will continue for a person who has ceased to be a
director or officer of the Company, and inure to the benefit of the person's
heirs, executors and administrators.

         As authorized by Article 14 of its Amended and Restated Articles of
Incorporation, HAI has purchased directors' and officers' liability insurance
policies indemnifying its directors and officers and the directors and officers
of its subsidiaries against claims and liabilities, with stated exceptions, to
which they may become subject by reason of their positions with HAI or its
subsidiaries as directors and officers.

Item 7.  Exemption from Registration Claimed.
         -----------------------------------

         Not Applicable.

Item 8.  Exhibits.
         --------

         The following exhibits are filed as part of this Registration Statement
or, where so indicated, have been previously filed and are incorporated hereby
by reference.

Number  Description
------  -----------
3.1     Amended and Restated Articles of Incorporation.

3.2     Amended and Restated Bylaws.

5.1     Opinion of Blank Rome Comisky & McCauley LLP.

10.1    HealthAxis Inc. 2000 Stock Option Plan.

23.1    Consent of BDO Seidman, LLP.

23.2    Consent of BDO Seidman, LLP.

23.3    Consent of Ernst & Young, LLP.

23.4    Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).

24.1    Power of Attorney (included on signature page).

                                      II-3
Item 9.  Undertakings.
         ------------

         (a)  The undersigned registrant hereby undertakes:

              (1)  To file, during any period in which offers or sales are being
                   made, a post-effective amendment to this registration
                   statement:

                   (i)    To include any prospectus required by section 10(a)(3)
                          of the Securities Act of 1933, as amended;

                   (ii)   To reflect in the prospectus any facts or events
                          arising after the effective date of the registration
                          statement (or the most recent post-effective amendment
                          thereof) which, individually or in the aggregate,
                          represent a fundamental change in the information set
                          forth in the registration statement;

                   (iii)  To include any material information with respect to
                          the plan of distribution not previously disclosed in
                          the registration statement or any material change to
                          such information in the registration statement.

         Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or S-8, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934, as amended, that are
incorporated by reference in the registration statement.

              (2)  That for the purpose of determining any liability under the
                   Securities Act of 1933, as amended, each such post-effective
                   amendment shall be deemed to be a new registration statement
                   relating to the securities offered therein, and the offering
                   of such securities at that time shall be deemed to be the
                   initial bona fide offering thereof.

              (3)  To remove from registration by means of a post-effective
                   amendment any of the securities being registered which remain
                   unsold at the termination of the offering.

         (b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934, as amended (and, where applicable,
each filing of an employee benefit plan's annual report pursuant to section
15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

         (c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the Securities and

                                      II-4
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.

                                      II-5
SIGNATURES

         The Registrant. 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 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 East Norriton,
Commonwealth of Pennsylvania on the date indicated.

                                             HEALTHAXIS INC.

Date: January 30, 2001                       By: /s/ Michael Ashker
                                                 -----------------------------
                                                 Michael Ashker, President and
                                                 Chief Executive Officer

         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:
Name                                     Title                                        Date
----                                     -----                                        ----
/s/ Michael Ashker                       President and Chief Executive Officer        January 30, 2001
------------------------------------     (principal executive officer)
Michael Ashker

/s/ Anthony R. Verdi                     Chief Operating Officer, Chief Financial     January 30, 2001
------------------------------------     Officer and Treasurer
Anthony R. Verdi                         (principal financial officer)

/s/ Alvin H. Clemens                     Chairman and Director                        January 30, 2001
------------------------------------
Alvin H. Clemens

/s/ Gregory T. Mutz                      Director
------------------------------------                                                  January 30, 2001
Gregory T. Mutz

                                         Director                                     -----------------
------------------------------------
Henry G. Hager

/s/ James W. Mclane                      Director                                     January 30, 2001
------------------------------------
James W. McLane

/s/ Edward W. LeBaron, Jr.               Director
------------------------------------                                                  January 30, 2001
Edward W. LeBaron, Jr.

/s/ Dennis B. Maloney                    Director                                     January 30, 2001
------------------------------------
Dennis B. Maloney

/s/ Patrick J. McLaughlin                Director
------------------------------------                                                  January 30, 2001
Patrick J. McLaughlin
EXHIBIT INDEX

Number  Description
------  -----------

3.1     Amended and Restated Articles of Incorporation.

3.2     Amended and Restated Bylaws.

5.1     Opinion of Blank Rome Comisky & McCauley LLP.

10.1    HealthAxis Inc. 2000 Stock Option Plan.

23.1    Consent of BDO Seidman, LLP.

23.2    Consent of BDO Seidman, LLP.

23.3    Consent of Ernst & Young, LLP.

23.4    Consent of Blank Rome Comisky & McCauley LLP (included in Exhibit 5.1).