<PAGE>

         As filed with the Securities and Exchange Commission on May 7, 1997


                                                      Registration No. 333-_____

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                      UNDER THE
                                SECURITIES ACT OF 1933

                          HEALTH SYSTEMS DESIGN CORPORATION
                  (Exact name of issuer as specified in its charter)

               Delaware                              94-3235734
       (State or jurisdiction of                  (I.R.S. Employer
     incorporation or organization)               Identification No.)


                           1330 Broadway, Oakland, CA 94612
                       (Address of Principal Executive Offices)

                          HEALTH SYSTEMS DESIGN CORPORATION
                          1996 OMNIBUS EQUITY INCENTIVE PLAN
                              (Full Title of the Plans)

                                   Richard C. Auger
                               Chief Executive Officer
                          Health Systems Design Corporation
                                    1330 Broadway
                                  Oakland, CA  94612
                                    (510) 763-2629
              (Name, address and telephone number of agent for service)

                                      Copies to:
                                 John F. Seegal, Esq.
                            Orrick, Herrington & Sutcliffe
                                  400 Sansome Street
                               San Francisco, CA  94111

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                   Proposed        Proposed                   
Title of                           Maximum         Maximum                   
Securities         Amount          Offering        Aggregate     Amount of
  to be            to be           Price           Offering     Registration
Registered       Registered        Per Share*      Price*           Fee*    
--------------------------------------------------------------------------------

Common Stock,    400,000 shares   $6.1875         $2,475,000    $750.00       
and Options to
Purchase Common
Stock     
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*    Estimated solely for the purpose of calculating the registration fee on the
     basis of $6.1875 per share, the average of the high and low prices for the
     Common Stock on May 6, 1997 as reported by NASDAQ.


                                          1

<PAGE>


                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:  (i) the latest annual report of Health Systems Design Corporation
(the "Company") filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Company's latest annual report;
and (iii) the description of the Company's common stock set forth in the
Company's Registration Statement on Form 8-A relating thereto, including any
amendment or report filed for the purpose of updating such description.  All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Sixth, Section 2 of the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware.  Article Five, Section 1 of the Company's By-Laws provides
for indemnification of officers and directors to the full extent and in the
manner permitted by Delaware law.  Section 145 of the Delaware General
Corporation Law makes provision for such indemnification in terms sufficiently
broad to cover officers and directors under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended.

The Company has entered into indemnification agreements with each director which
provide indemnification under certain circumstances for acts and omissions which
may not be covered by any directors' and officers' liability insurance.


                                          2

<PAGE>

ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.   EXHIBITS

4.1  Health Systems Design Corporation 1996 Omnibus Equity Incentive Plan, as
     amended (and incorporated by reference to Exhibit 10.3 to the registrant's
     Registration Statement on Form S-1, Commission File No. 333-00094).

4.2  Form of Non-Qualified Stock Option Agreement.

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.

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;

               (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 Form 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 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration


                                          3

<PAGE>

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 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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
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.


                                          4

<PAGE>

                                      Signatures

THE REGISTRANT

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 Oakland, State of California on the 28th day of
April, 1997.

HEALTH SYSTEMS DESIGN CORPORATION
(Registrant)


     /s/ Richard C. Auger
---------------------------------
         Richard C. Auger
       Chief Executive Officer
      and Chairman of the Board

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

Principal Executive Officer:


/s/ Richard C. Auger
----------------------------
    Richard C. Auger                   Chief Executive     April 28, 1997
                                       and Chairman of
                                       the Board


Principal Financial Officer
and Accounting Officer:


/s/ Steve Correia
----------------------------
    Steve Correia                      Acting Chief        April 28, 1997
                                       Financial Officer


                                          5


<PAGE>

Directors:


/s/ Richard C. Auger
----------------------------
    Richard C. Auger                   Director            April 28, 1997


/s/ Catherine C. Roth
----------------------------
    Catherine C. Roth                  Director            May 1, 1997


/s/ J. Matthew Mackowski
----------------------------
    J. Matthew Mackowski               Director            April 30, 1997


----------------------------
    Arthur M. Southam, M.D.            Director            _________, 1997


A majority of the members of the Board of Directors.


                                          6

<PAGE>

                                    EXHIBIT INDEX


4.1 Health Systems Design Corporation 1996 Omnibus Equity Incentive Plan, as
    amended (and incorporated by reference to Exhibit 10.3 to the registrant's
    Registration Statement on Form S-1, Commission File No. 333-00094).

4.2 Form of Non-Qualified Stock Option Agreement.

5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.



                                          7
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{"company-data": {"conformed-name": "HEALTH SYSTEMS DESIGN CORP", "cik": "0001005697", "assigned-sic": "7373", "irs-number": "943235734", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26725", "film-number": "97598467"}, "business-address": {"street1": "1330 BROADWAY SUITE 1200", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "5107632629"}, "mail-address": {"street1": "1330 BROADWAY", "city": "OAKLAND", "state": "CA", "zip": "94612"}}
As filed with the Securities and Exchange Commission on May 7, 1997

                                                      Registration No. 333-_____

                          SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.  20549

                                       FORM S-8
                                REGISTRATION STATEMENT
                                      UNDER THE
                                SECURITIES ACT OF 1933

                          HEALTH SYSTEMS DESIGN CORPORATION
                  (Exact name of issuer as specified in its charter)

               Delaware                              94-3235734
       (State or jurisdiction of                  (I.R.S. Employer
     incorporation or organization)               Identification No.)

                           1330 Broadway, Oakland, CA 94612
                       (Address of Principal Executive Offices)

                          HEALTH SYSTEMS DESIGN CORPORATION
                          1996 OMNIBUS EQUITY INCENTIVE PLAN
                              (Full Title of the Plans)

                                   Richard C. Auger
                               Chief Executive Officer
                          Health Systems Design Corporation
                                    1330 Broadway
                                  Oakland, CA  94612
                                    (510) 763-2629
              (Name, address and telephone number of agent for service)

                                      Copies to:
                                 John F. Seegal, Esq.
                            Orrick, Herrington & Sutcliffe
                                  400 Sansome Street
                               San Francisco, CA  94111

                           CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                                   Proposed        Proposed                   
Title of                           Maximum         Maximum                   
Securities         Amount          Offering        Aggregate     Amount of
  to be            to be           Price           Offering     Registration
Registered       Registered        Per Share*      Price*           Fee*    
--------------------------------------------------------------------------------

Common Stock,    400,000 shares   $6.1875         $2,475,000    $750.00       
and Options to
Purchase Common
Stock     
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
*    Estimated solely for the purpose of calculating the registration fee on the
     basis of $6.1875 per share, the average of the high and low prices for the
     Common Stock on May 6, 1997 as reported by NASDAQ.

                                          1
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference in this registration
statement:  (i) the latest annual report of Health Systems Design Corporation
(the "Company") filed pursuant to Sections 13(a) or 15(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"); (ii) all other reports
filed by the Company pursuant to Sections 13(a) or 15(d) of the Exchange Act
since the end of the fiscal year covered by the Company's latest annual report;
and (iii) the description of the Company's common stock set forth in the
Company's Registration Statement on Form 8-A relating thereto, including any
amendment or report filed for the purpose of updating such description.  All
documents filed by the Company after the date of this registration statement
pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment (that indicates all securities offered
have been sold or deregisters all securities then remaining unsold), shall be
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the date of filing of such documents.

ITEM 4.   DESCRIPTION OF SECURITIES

Inapplicable.

ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL

Inapplicable.

ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS

Article Sixth, Section 2 of the Company's Certificate of Incorporation provides
that directors of the Company shall not be personally liable to the Company or
its stockholders for monetary damages for breach of fiduciary duty as a
director, to the fullest extent permitted by the General Corporation Law of the
State of Delaware.  Article Five, Section 1 of the Company's By-Laws provides
for indemnification of officers and directors to the full extent and in the
manner permitted by Delaware law.  Section 145 of the Delaware General
Corporation Law makes provision for such indemnification in terms sufficiently
broad to cover officers and directors under certain circumstances for
liabilities arising under the Securities Act of 1933, as amended.

The Company has entered into indemnification agreements with each director which
provide indemnification under certain circumstances for acts and omissions which
may not be covered by any directors' and officers' liability insurance.

                                          2
ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED

Inapplicable.

ITEM 8.   EXHIBITS

4.1  Health Systems Design Corporation 1996 Omnibus Equity Incentive Plan, as
     amended (and incorporated by reference to Exhibit 10.3 to the registrant's
     Registration Statement on Form S-1, Commission File No. 333-00094).

4.2  Form of Non-Qualified Stock Option Agreement.

5.1  Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.

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;

               (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 Form 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 that are
incorporated by reference in the registration statement.

          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration

                                          3
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 each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of the
Plan's annual report pursuant to section 15(d) of the Securities Exchange Act of
1934) 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
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.

                                          4
Signatures

THE REGISTRANT

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 Oakland, State of California on the 28th day of
April, 1997.

HEALTH SYSTEMS DESIGN CORPORATION
(Registrant)

     /s/ Richard C. Auger
---------------------------------
         Richard C. Auger
       Chief Executive Officer
      and Chairman of the Board

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

Principal Executive Officer:

/s/ Richard C. Auger
----------------------------
    Richard C. Auger                   Chief Executive     April 28, 1997
                                       and Chairman of
                                       the Board

Principal Financial Officer
and Accounting Officer:

/s/ Steve Correia
----------------------------
    Steve Correia                      Acting Chief        April 28, 1997
                                       Financial Officer

                                          5
Directors:

/s/ Richard C. Auger
----------------------------
    Richard C. Auger                   Director            April 28, 1997

/s/ Catherine C. Roth
----------------------------
    Catherine C. Roth                  Director            May 1, 1997

/s/ J. Matthew Mackowski
----------------------------
    J. Matthew Mackowski               Director            April 30, 1997

----------------------------
    Arthur M. Southam, M.D.            Director            _________, 1997

A majority of the members of the Board of Directors.

                                          6
EXHIBIT INDEX

4.1 Health Systems Design Corporation 1996 Omnibus Equity Incentive Plan, as
    amended (and incorporated by reference to Exhibit 10.3 to the registrant's
    Registration Statement on Form S-1, Commission File No. 333-00094).

4.2 Form of Non-Qualified Stock Option Agreement.

5.1 Opinion of Orrick, Herrington & Sutcliffe LLP.

23.1 Consent of Arthur Andersen LLP.

23.2 Consent of Orrick, Herrington & Sutcliffe LLP is contained in Exhibit 5.1
     to this Registration Statement.

                                          7