content: <PAGE>   1
  
        As filed with the Securities and Exchange Commission on March 2, 2000
                                                    Registration No. 333-_________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                HEALTHGATE DATA CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                      04-220927
   (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
                            25 CORPORATE DRIVE, SUITE 310
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4000
            (Address of Principal Executive Offices, Including Zip Code)
  
              HEALTHGATE DATA CORP. 1994 STOCK OPTION PLAN, AS AMENDED
                              (Full Title of the Plan)
  
               WILLIAM S. REECE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                HEALTHGATE DATA CORP.
                            25 CORPORATE DRIVE, SUITE 310
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4000
            (Name and Address and Telephone Number, Including Area Code,
                               of Agent for Service.)
  
                                      Copy to:
                                STEPHEN M. KANE, ESQ.
                        RICH, MAY, BILODEAU & FLAHERTY, P.C.
                                 176 FEDERAL STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 482-1360
  
  
                           CALCULATION OF REGISTRATION FEE
  
  TITLE OF          AMOUNT TO         PROPOSED      PROPOSED       AMOUNT OF
  SECURITIES        BE REGISTERED     MAXIMUM       MAXIMUM        REGISTRATION
  TO BE                               OFFERING      AGGREGATE      FEE
  REGISTERED                          PRICE PER     OFFERING
                                      SHARE         PRICE
  
  Common Stock,   3,559,997 shares(1) $8.625(2)     $30,704,975    $8,106.12(3)
  $.01 par value
  per share
  
  (1)  Representing the shares offered, sold and to be sold and resold to and by
       participants in the Registrant's 1994 Stock Option Plan, as amended (the
       "Option Plan") pursuant to options granted or to be granted under the
       Option Plan.
  
  (2)  Estimated, pursuant to Rule 457 parts (h) and (c), solely for purposes of
       calculating the registration fee, on the basis of the average of the high
       and low sales prices of the Registrant's Common Stock on February 28, 2000.
  
  (3)  A credit of $4460 remains from the registration fee paid in 1999 in
       connection with the Registrant's Registration Statement on Form S-1
       (Registration No. 333-76899). Additionally, Registrant wire transferred
       $3,746.56 to Mellon Bank on February 29, 2000.
  
  <PAGE>   2
  
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  HealthGate Data Corp. (sometimes referred to herein as the "Registrant") will
  provide the documents containing the information specified in Part I of Form S-8
  to participants in the Option Plan as specified in Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not being filed with or included in this Registration Statement (by
  incorporation or otherwise) in accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission"). These documents and the
  documents incorporated by reference into this Registration Statement pursuant to
  Item 3 of Part II of this Registration Statement, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are incorporated herein by reference:
  
   (a) the Registrant's Prospectus that was filed with the Commission on January
       26, 2000 pursuant to Rule 424(b) under the Securities Act and that contains
       audited financial statements for the latest fiscal year for which such
       statements have been filed; and
  
  (b)  the description of the Registrant's Common Stock, $.01 par value per share,
       that is contained in its Registration Statement on Form 8-A filed with the
       Commission on December 29, 1999 (which was incorporated by reference from
       the Registrant's Registration Statement on Form S-1 that was filed with the
       Commission on April 23, 1999 (Registration No. 333-76899) and subsequently
       amended).
  
  In addition, any and all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
  (the "Exchange Act") subsequent to the date of this Registration Statement and
  prior to the termination of the offering of the shares of Common Stock offered
  hereby shall, to the extent required by law, be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  The validity of the authorization and issuance of the securities offered hereby
  will be passed upon for the Registrant by Rich, May, Bilodeau & Flaherty, P.C.,
  Boston, Massachusetts. Stephen M. Kane, a member of Rich, May, Bilodeau &
  Flaherty, P.C., is an Assistant Secretary of the Registrant, owns 3,000 shares
  of the Registrant's common stock and has been granted options for the purchase
  of up to 1,983 shares of the Registrant's common stock. As of February 28, 2000,
  other attorneys at Rich, May, Bilodeau & Flaherty, P.C. owned an aggregate of
  6,950 shares of the Registrant's common stock.
  
  
  
                                         2
  
  <PAGE>   3
  
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  (a)  the Registrant's Charter
  
  Article IX of the Registrant's Restated Charter provides as follows:
  
  To the maximum extent permitted by the General Corporation Law of the State of
  Delaware as the same exists or may hereafter be amended, no director of the
  Corporation shall be personally liable to the Corporation or to any of its
  stockholders for monetary damages arising out of such director's breach of
  fiduciary duty as a director of the Corporation. No amendment to or repeal of
  the provisions of this paragraph shall apply to or have any effect on the
  liability or the alleged liability of any director of the Corporation with
  respect to any act or failure to act of such director occurring prior to such
  amendment or repeal.
  
  (b)  the Registrant's ByLaws
  
  Section 10 of the Registrant's Restated Bylaws provides as follows:
  
  Section 10. INDEMNIFICATION
  
  10.1 Officers, Directors and Others. Each person who was or is made a party or
  is threatened to be made a party to or is involved in any action, suit or
  proceeding, whether civil, criminal, administrative or investigative
  (hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
  he or she is the legal representative, is or was a director or officer of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee, fiduciary, or agent of another corporation or of a
  partnership, joint venture, trust or other enterprise, shall be indemnified and
  held harmless by the corporation to the fullest extent which it is empowered to
  do so unless prohibited from doing so by the General Corporation Law of the
  State of Delaware, as the same exists or may hereafter be amended (but, in the
  case of any such amendment, only to the extent that such amendment permits the
  corporation to provide broader indemnification rights than said law permitted
  the corporation to provide prior to such amendment) against all expense,
  liability and loss (including attorneys' fees actually and reasonably incurred
  by such person in connection with such proceeding) and such indemnification
  shall inure to the benefit of his or her heirs, executors and administrators;
  provided, however, that, except as provided in Section 10.2 hereof, the
  corporation shall indemnify any such person seeking indemnification in
  connection with a proceeding initiated by such person only if such proceeding
  was authorized by the board of directors. The right to indemnification conferred
  in this Section 10 shall be a contract right and, subject to Sections 10.2 and
  10.5 hereof, shall include the right to be paid by the corporation the expenses
  incurred in defending any such proceeding in advance of its final disposition.
  The corporation may, by action of the board of directors, provide
  indemnification to employees and agents of the corporation with the same scope
  and effect as the foregoing indemnification of directors and officers.
  
  10.2 Procedure; Timing. Any indemnification of a director or officer of the
  corporation under Section 10.1 or advance of expenses under Section 10.5 shall
  be made promptly, and in any event within thirty days, upon the written request
  of the director or officer. If a determination by the corporation that the
  director or officer is entitled to indemnification pursuant to this Section 10
  is required, and the corporation fails to respond within sixty days to a written
  request for indemnity, the corporation shall be deemed to have approved the
  request. If the corporation denies a written request for indemnification or
  advancing of expenses, in whole or in part, or if payment in full pursuant to
  such request is not made within thirty days, the right to indemnification or
  advances as granted by this Section 10 shall be enforceable by the director or
  officer in any court of competent jurisdiction. Such person's costs and expenses
  incurred in connection with successfully establishing his or her right to
  indemnification, in whole or in part, in any such action shall also be
  indemnified by the corporation. It shall be a defense to any such action (other
  than an action brought to enforce a claim for expenses incurred in defending any
  proceeding in advance of its final disposition where the required undertaking,
  if any, has been tendered to the corporation) that the claimant has not met the
  standards of conduct which make it permissible under the General Corporation Law
  of the State of Delaware for the corporation to indemnify the claimant for the
  amount claimed, but the burden of such defense shall be on the corporation.
  Neither the failure of the corporation (including its board, independent legal
  counsel or its stockholders) to have made a determination prior to the
  commencement of
  
  
                                         3
  <PAGE>   4
  
  
  such action that indemnification of the claimant is proper in the circumstances
  because he or she has met the applicable standard of conduct set forth in the
  General Corporation Law of the State of Delaware, nor an actual determination by
  the corporation (including its board, independent legal counsel or its
  stockholders) that the claimant has not met such applicable standard of conduct,
  shall be a defense to the action or create a presumption that the claimant has
  not met the applicable standard of conduct.
  
  10.3 Rights Not Exclusive. The rights to indemnification and the payment of
  expenses incurred in defending a proceeding in advance of its final disposition
  conferred in this Section 10 shall not be exclusive of any other right which any
  person may have or hereafter acquire under any statute, provision of the
  Restated Certificate, bylaw, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
  10.4 Insurance. The corporation may purchase and maintain insurance on its own
  behalf and on behalf of any person who is or was a director, officer, employee,
  fiduciary or agent of the corporation or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him or her and incurred by him or her in any such capacity,
  whether or not the corporation would have the power to indemnify such person
  against such liability under this Section 10.
  
  10.5 Expenses. Expenses incurred by any person described in Section 10.1 in
  defending a proceeding shall be paid by the corporation in advance of such
  proceeding's final disposition unless otherwise determined by the board in the
  specific case upon receipt of an undertaking by or on behalf of the director or
  officer to repay such amount if it shall ultimately be determined that he or she
  is not entitled to be indemnified by the corporation. Such expenses incurred by
  other employees and agents may be so paid upon such terms and conditions, if
  any, as the board deems appropriate.
  
  10.6 Other Persons. Persons who are not covered by the foregoing provisions of
  this Section 10 and who are or were employees or agents of the corporation, or
  who are or were serving at the request of the corporation as employees or agents
  of another corporation, partnership, joint venture, trust or other enterprise,
  may be indemnified to the extent authorized at any time or from time to time by
  the board.
  
  10.7 Contract Right. The provisions of this Section 10 shall be deemed to be a
  contract right between the corporation and each director or officer who serves
  in any such capacity at any time while this Section 10 and the relevant
  provisions of the General Corporation Law of the State of Delaware or other
  applicable law are in effect, and any repeal or modification of this Section 10
  or any such law shall not affect any rights or obligations then existing with
  respect to any state of facts or proceeding then existing.
  
  10.8 Use of "corporation". For purposes of this Section 10, references to "the
  corporation" shall include, in addition to the resulting corporation, any
  constituent corporation (including any constituent of a constituent) absorbed in
  a consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and employees
  or agents, so that any person who is or was a director, officer, employee or
  agent of such constituent corporation, or is or was serving at the request of
  such constituent corporation as a director, officer, member, manager, employee
  or agent of another corporation, limited liability company, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under this
  Section 10 with respect to the resulting or surviving corporation as he or she
  would have with respect to such constituent corporation if its separate
  existence had continued.
  
  (c) Other Indemnification Provisions Affecting the Registrant
  
  Section 145 of the Delaware General Corporation Law, as amended, provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances. The Registrant
  
  
                                         4
  
  <PAGE>   5
  
  intends to obtain insurance which insures the officers and directors of the
  Registrant against certain losses and which insures the Registrant against
  certain of its obligations to indemnify such officers and directors. The
  Registrant has entered into indemnification agreements with each of its
  directors and officers, pursuant to which the Registrant has agreed to indemnify
  such directors to the fullest extent permitted by law for amounts paid and
  expenses incurred in connection with an action or proceeding to which he or she
  is or is threatened to be made a party by reason of such position. At present,
  there is no pending litigation or proceeding involving a director or officer of
  the Registrant as to which indemnification is being sought nor is the Registrant
  aware of any threatened litigation that may result in claims for indemnification
  by any director or officer.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  The options for Registrant's Common Stock referred to in this Registration
  Statement on Form S-8 were not registered under the Securities Act, in reliance
  on the exemption set forth in Section 4(2) of the Securities Act for
  transactions by an issuer not involving any public offering. Such options are
  subject to option agreements, which include provisions stating that the optionee
  must comply with applicable federal and state securities laws in connection with
  the resale of any shares of Registrant's Common Stock received upon exercise of
  the option.
  
  ITEM 8.  EXHIBITS.
  
  The following exhibits are filed with or incorporated by reference into this
  Registration Statement pursuant to Item 601 of Regulation S-K:
  
  NO.       DESCRIPTION
  ---       -----------
  
  4.1       The Registrant's 1994 Stock Option Plan (incorporated by reference to
            Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  4.2*      Amendment to Registrant's 1994 Stock Option Plan dated November, 1999.
  
  4.3       Form of Incentive Stock Option Agreement granted under 1994 Stock
            Option Plan of the Registrant (incorporated by reference to Exhibit
            10.10 of the Registrant's Registration Statement on Form S-1 (No.
            333-76899), filed on April 23,1999).
  
  4.4       Form of Non-Employee Director Option Agreement granted under 1994
            Stock Option Plan of the Registrant (incorporated by reference to
            Exhibit 10.11 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  5.1*      Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of
            the securities being registered.
  
  23.1*     Consent of PricewaterhouseCoopers LLP.
  
  23.2*     Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in
            Exhibit 5.1).
  
  ------------
  * filed herewith
  
  
                                         5
  
  <PAGE>   6
  
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)  The 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
                  Act;
  
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this 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 this Registration Statement (or the
                  most recent post-effective amendment thereto); and
  
            (iii) To include any material information with respect to the plan of
                  distribution not previously disclosed in this Registration
                  Statement or any material change to such information in the
                  Registration Statement;
  
            PROVIDED, HOWEVER, that paragraphs (i) and (ii) shall not apply if 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 Exchange Act
            that are incorporated by reference in this Registration Statement.
  
       (2)  That, for the purpose of determining any liability under the Act, 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 Registrant hereby undertakes that, for purposes of determining any
       liability under the Securities Act, each filing of the Registrant's Annual
       Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the
       Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated in this 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
       may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the provisions described in Item 6, 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 Securities 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 a director, officer or
       controlling person in connection with the securities being registered, the
       registrant will, unless in the opinion of counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question of whether such indemnification by itself is
       against public policy as expressed in the Securities Act and will be
       governed by the final adjudication of such issue.
  
  
                                         6
  
  <PAGE>   7
  
  
                                     SIGNATURES
  
  
  Pursuant to the requirements of the Securities Act, the undersigned 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 Town of Burlington, Commonwealth of Massachusetts, on this
  the 2nd day of March, 2000.
  
                                          THE REGISTRANT:
  
                                          HEALTHGATE DATA CORP.
  
  
                                          By: /s/ William S. Reece
                                             --------------------------------
                                             William S. Reece,
                                             Chairman of the Board and Chief
                                             Executive Officer
  
  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/ William S. Reece          Chairman of the Board  of           March 2, 2000
  ---------------------------     Directors, Chief  Executive
      William S. Reece            Officer and President
                                  (Principal executive officer)
  
  /s/ Mary B. Miller            Chief Financial Officer and         March 2, 2000
  ---------------------------     Treasurer (Principal financial
      Mary B. Miller              and accounting officer)
  
  
                                Director
  ---------------------------
      Tina M. H. Blair
  
  
  /s/ Jonathan J. G. Conibear   Director                            March 2, 2000
  ---------------------------
      Jonathan J. G. Conibear
  
  
  /s/ Edson D. de Castro        Director                            March 2, 2000
  ---------------------------
      Edson D. de Castro
  
  
  /s/ David Friend              Director                            March 2, 2000
  ---------------------------
      David Friend
  
  
  /s/ Chris H. Horgen           Director                            March 2, 2000
  ---------------------------
      Chris H. Horgen
  
  
  
                                         7
  
  <PAGE>   8
  
  
                                    EXHIBIT INDEX
  
  NO.       DESCRIPTION
  ---       -----------
  
  4.1       The Registrant's 1994 Stock Option Plan, as amended up to November
            1999 (incorporated by reference to Exhibit 10.9 of the Registrant's
            Registration Statement on Form S-1 (No. 333-76899), filed on April
            23,1999).
  
  4.2*      Amendment to Registrant's 1994 Stock Option Plan dated November  1999.
  
  4.3       Form of Incentive Stock Option Agreement granted under 1994 Stock
            Option Plan of the Registrant (incorporated by reference to Exhibit
            10.10 of the Registrant's Registration Statement on Form S-1 (No.
            333-76899), filed on April 23,1999).
  
  4.4       Form of Non-Employee Director Option Agreement granted under 1994
            Stock Option Plan of the Registrant (incorporated by reference to
            Exhibit 10.11 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  5.1*      Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of
            the securities being registered.
  
  23.1*     Consent of PricewaterhouseCoopers LLP.
  
  23.2*     Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in
            Exhibit 5.1).
  
  -------------
  * filed herewith
  
  
                                         8
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text: 1
  
        As filed with the Securities and Exchange Commission on March 2, 2000
                                                    Registration No. 333-_________
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                                HEALTHGATE DATA CORP.
               (Exact Name of Registrant as Specified in Its Charter)
  
           DELAWARE                                      04-220927
   (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
  of Incorporation or Organization)
  
                            25 CORPORATE DRIVE, SUITE 310
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4000
            (Address of Principal Executive Offices, Including Zip Code)
  
              HEALTHGATE DATA CORP. 1994 STOCK OPTION PLAN, AS AMENDED
                              (Full Title of the Plan)
  
               WILLIAM S. REECE, CHAIRMAN AND CHIEF EXECUTIVE OFFICER
                                HEALTHGATE DATA CORP.
                            25 CORPORATE DRIVE, SUITE 310
                           BURLINGTON, MASSACHUSETTS 01803
                                   (781) 685-4000
            (Name and Address and Telephone Number, Including Area Code,
                               of Agent for Service.)
  
                                      Copy to:
                                STEPHEN M. KANE, ESQ.
                        RICH, MAY, BILODEAU & FLAHERTY, P.C.
                                 176 FEDERAL STREET
                             BOSTON, MASSACHUSETTS 02110
                                   (617) 482-1360
  
                           CALCULATION OF REGISTRATION FEE
  
  TITLE OF          AMOUNT TO         PROPOSED      PROPOSED       AMOUNT OF
  SECURITIES        BE REGISTERED     MAXIMUM       MAXIMUM        REGISTRATION
  TO BE                               OFFERING      AGGREGATE      FEE
  REGISTERED                          PRICE PER     OFFERING
                                      SHARE         PRICE
  
  Common Stock,   3,559,997 shares(1) $8.625(2)     $30,704,975    $8,106.12(3)
  $.01 par value
  per share
  
  (1)  Representing the shares offered, sold and to be sold and resold to and by
       participants in the Registrant's 1994 Stock Option Plan, as amended (the
       "Option Plan") pursuant to options granted or to be granted under the
       Option Plan.
  
  (2)  Estimated, pursuant to Rule 457 parts (h) and (c), solely for purposes of
       calculating the registration fee, on the basis of the average of the high
       and low sales prices of the Registrant's Common Stock on February 28, 2000.
  
  (3)  A credit of $4460 remains from the registration fee paid in 1999 in
       connection with the Registrant's Registration Statement on Form S-1
       (Registration No. 333-76899). Additionally, Registrant wire transferred
       $3,746.56 to Mellon Bank on February 29, 2000.
  2
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
  
  HealthGate Data Corp. (sometimes referred to herein as the "Registrant") will
  provide the documents containing the information specified in Part I of Form S-8
  to participants in the Option Plan as specified in Rule 428(b)(1) of the
  Securities Act of 1933, as amended (the "Securities Act"). Such documents are
  not being filed with or included in this Registration Statement (by
  incorporation or otherwise) in accordance with the rules and regulations of the
  Securities and Exchange Commission (the "Commission"). These documents and the
  documents incorporated by reference into this Registration Statement pursuant to
  Item 3 of Part II of this Registration Statement, taken together, constitute a
  prospectus that meets the requirements of Section 10(a) of the Securities Act.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
  The following documents are incorporated herein by reference:
  
   (a) the Registrant's Prospectus that was filed with the Commission on January
       26, 2000 pursuant to Rule 424(b) under the Securities Act and that contains
       audited financial statements for the latest fiscal year for which such
       statements have been filed; and
  
  (b)  the description of the Registrant's Common Stock, $.01 par value per share,
       that is contained in its Registration Statement on Form 8-A filed with the
       Commission on December 29, 1999 (which was incorporated by reference from
       the Registrant's Registration Statement on Form S-1 that was filed with the
       Commission on April 23, 1999 (Registration No. 333-76899) and subsequently
       amended).
  
  In addition, any and all documents filed by the Registrant pursuant to Sections
  13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,
  (the "Exchange Act") subsequent to the date of this Registration Statement and
  prior to the termination of the offering of the shares of Common Stock offered
  hereby shall, to the extent required by law, be deemed to be incorporated by
  reference into this Registration Statement and to be a part hereof.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
  Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
  The validity of the authorization and issuance of the securities offered hereby
  will be passed upon for the Registrant by Rich, May, Bilodeau & Flaherty, P.C.,
  Boston, Massachusetts. Stephen M. Kane, a member of Rich, May, Bilodeau &
  Flaherty, P.C., is an Assistant Secretary of the Registrant, owns 3,000 shares
  of the Registrant's common stock and has been granted options for the purchase
  of up to 1,983 shares of the Registrant's common stock. As of February 28, 2000,
  other attorneys at Rich, May, Bilodeau & Flaherty, P.C. owned an aggregate of
  6,950 shares of the Registrant's common stock.
  
                                         2
  3
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
  (a)  the Registrant's Charter
  
  Article IX of the Registrant's Restated Charter provides as follows:
  
  To the maximum extent permitted by the General Corporation Law of the State of
  Delaware as the same exists or may hereafter be amended, no director of the
  Corporation shall be personally liable to the Corporation or to any of its
  stockholders for monetary damages arising out of such director's breach of
  fiduciary duty as a director of the Corporation. No amendment to or repeal of
  the provisions of this paragraph shall apply to or have any effect on the
  liability or the alleged liability of any director of the Corporation with
  respect to any act or failure to act of such director occurring prior to such
  amendment or repeal.
  
  (b)  the Registrant's ByLaws
  
  Section 10 of the Registrant's Restated Bylaws provides as follows:
  
  Section 10. INDEMNIFICATION
  
  10.1 Officers, Directors and Others. Each person who was or is made a party or
  is threatened to be made a party to or is involved in any action, suit or
  proceeding, whether civil, criminal, administrative or investigative
  (hereinafter a "proceeding"), by reason of the fact that he, or a person of whom
  he or she is the legal representative, is or was a director or officer of the
  corporation or is or was serving at the request of the corporation as a
  director, officer, employee, fiduciary, or agent of another corporation or of a
  partnership, joint venture, trust or other enterprise, shall be indemnified and
  held harmless by the corporation to the fullest extent which it is empowered to
  do so unless prohibited from doing so by the General Corporation Law of the
  State of Delaware, as the same exists or may hereafter be amended (but, in the
  case of any such amendment, only to the extent that such amendment permits the
  corporation to provide broader indemnification rights than said law permitted
  the corporation to provide prior to such amendment) against all expense,
  liability and loss (including attorneys' fees actually and reasonably incurred
  by such person in connection with such proceeding) and such indemnification
  shall inure to the benefit of his or her heirs, executors and administrators;
  provided, however, that, except as provided in Section 10.2 hereof, the
  corporation shall indemnify any such person seeking indemnification in
  connection with a proceeding initiated by such person only if such proceeding
  was authorized by the board of directors. The right to indemnification conferred
  in this Section 10 shall be a contract right and, subject to Sections 10.2 and
  10.5 hereof, shall include the right to be paid by the corporation the expenses
  incurred in defending any such proceeding in advance of its final disposition.
  The corporation may, by action of the board of directors, provide
  indemnification to employees and agents of the corporation with the same scope
  and effect as the foregoing indemnification of directors and officers.
  
  10.2 Procedure; Timing. Any indemnification of a director or officer of the
  corporation under Section 10.1 or advance of expenses under Section 10.5 shall
  be made promptly, and in any event within thirty days, upon the written request
  of the director or officer. If a determination by the corporation that the
  director or officer is entitled to indemnification pursuant to this Section 10
  is required, and the corporation fails to respond within sixty days to a written
  request for indemnity, the corporation shall be deemed to have approved the
  request. If the corporation denies a written request for indemnification or
  advancing of expenses, in whole or in part, or if payment in full pursuant to
  such request is not made within thirty days, the right to indemnification or
  advances as granted by this Section 10 shall be enforceable by the director or
  officer in any court of competent jurisdiction. Such person's costs and expenses
  incurred in connection with successfully establishing his or her right to
  indemnification, in whole or in part, in any such action shall also be
  indemnified by the corporation. It shall be a defense to any such action (other
  than an action brought to enforce a claim for expenses incurred in defending any
  proceeding in advance of its final disposition where the required undertaking,
  if any, has been tendered to the corporation) that the claimant has not met the
  standards of conduct which make it permissible under the General Corporation Law
  of the State of Delaware for the corporation to indemnify the claimant for the
  amount claimed, but the burden of such defense shall be on the corporation.
  Neither the failure of the corporation (including its board, independent legal
  counsel or its stockholders) to have made a determination prior to the
  commencement of
  
                                         3
  4
  
  such action that indemnification of the claimant is proper in the circumstances
  because he or she has met the applicable standard of conduct set forth in the
  General Corporation Law of the State of Delaware, nor an actual determination by
  the corporation (including its board, independent legal counsel or its
  stockholders) that the claimant has not met such applicable standard of conduct,
  shall be a defense to the action or create a presumption that the claimant has
  not met the applicable standard of conduct.
  
  10.3 Rights Not Exclusive. The rights to indemnification and the payment of
  expenses incurred in defending a proceeding in advance of its final disposition
  conferred in this Section 10 shall not be exclusive of any other right which any
  person may have or hereafter acquire under any statute, provision of the
  Restated Certificate, bylaw, agreement, vote of stockholders or disinterested
  directors or otherwise.
  
  10.4 Insurance. The corporation may purchase and maintain insurance on its own
  behalf and on behalf of any person who is or was a director, officer, employee,
  fiduciary or agent of the corporation or was serving at the request of the
  corporation as a director, officer, employee or agent of another corporation,
  partnership, joint venture, trust or other enterprise against any liability
  asserted against him or her and incurred by him or her in any such capacity,
  whether or not the corporation would have the power to indemnify such person
  against such liability under this Section 10.
  
  10.5 Expenses. Expenses incurred by any person described in Section 10.1 in
  defending a proceeding shall be paid by the corporation in advance of such
  proceeding's final disposition unless otherwise determined by the board in the
  specific case upon receipt of an undertaking by or on behalf of the director or
  officer to repay such amount if it shall ultimately be determined that he or she
  is not entitled to be indemnified by the corporation. Such expenses incurred by
  other employees and agents may be so paid upon such terms and conditions, if
  any, as the board deems appropriate.
  
  10.6 Other Persons. Persons who are not covered by the foregoing provisions of
  this Section 10 and who are or were employees or agents of the corporation, or
  who are or were serving at the request of the corporation as employees or agents
  of another corporation, partnership, joint venture, trust or other enterprise,
  may be indemnified to the extent authorized at any time or from time to time by
  the board.
  
  10.7 Contract Right. The provisions of this Section 10 shall be deemed to be a
  contract right between the corporation and each director or officer who serves
  in any such capacity at any time while this Section 10 and the relevant
  provisions of the General Corporation Law of the State of Delaware or other
  applicable law are in effect, and any repeal or modification of this Section 10
  or any such law shall not affect any rights or obligations then existing with
  respect to any state of facts or proceeding then existing.
  
  10.8 Use of "corporation". For purposes of this Section 10, references to "the
  corporation" shall include, in addition to the resulting corporation, any
  constituent corporation (including any constituent of a constituent) absorbed in
  a consolidation or merger which, if its separate existence had continued, would
  have had power and authority to indemnify its directors, officers, and employees
  or agents, so that any person who is or was a director, officer, employee or
  agent of such constituent corporation, or is or was serving at the request of
  such constituent corporation as a director, officer, member, manager, employee
  or agent of another corporation, limited liability company, partnership, joint
  venture, trust or other enterprise, shall stand in the same position under this
  Section 10 with respect to the resulting or surviving corporation as he or she
  would have with respect to such constituent corporation if its separate
  existence had continued.
  
  (c) Other Indemnification Provisions Affecting the Registrant
  
  Section 145 of the Delaware General Corporation Law, as amended, provides that a
  corporation has the power to indemnify a director, officer, employee or agent of
  the corporation and certain other persons serving at the request of the
  corporation in related capacities against amounts paid and expenses incurred in
  connection with an action or proceeding to which he is or is threatened to be
  made a party by reason of such position, if such person shall have acted in good
  faith and in a manner he reasonably believed to be in or not opposed to the best
  interests of the corporation, and, in any criminal proceeding, if such person
  had no reasonable cause to believe his conduct was unlawful; provided that, in
  the case of actions brought by or in the right of the corporation, no
  indemnification shall be made with respect to any matter as to which such person
  shall have been adjudged to be liable to the corporation unless and only to the
  extent that the adjudicating court determines that such indemnification is
  proper under the circumstances. The Registrant
  
                                         4
  5
  
  intends to obtain insurance which insures the officers and directors of the
  Registrant against certain losses and which insures the Registrant against
  certain of its obligations to indemnify such officers and directors. The
  Registrant has entered into indemnification agreements with each of its
  directors and officers, pursuant to which the Registrant has agreed to indemnify
  such directors to the fullest extent permitted by law for amounts paid and
  expenses incurred in connection with an action or proceeding to which he or she
  is or is threatened to be made a party by reason of such position. At present,
  there is no pending litigation or proceeding involving a director or officer of
  the Registrant as to which indemnification is being sought nor is the Registrant
  aware of any threatened litigation that may result in claims for indemnification
  by any director or officer.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
  The options for Registrant's Common Stock referred to in this Registration
  Statement on Form S-8 were not registered under the Securities Act, in reliance
  on the exemption set forth in Section 4(2) of the Securities Act for
  transactions by an issuer not involving any public offering. Such options are
  subject to option agreements, which include provisions stating that the optionee
  must comply with applicable federal and state securities laws in connection with
  the resale of any shares of Registrant's Common Stock received upon exercise of
  the option.
  
  ITEM 8.  EXHIBITS.
  
  The following exhibits are filed with or incorporated by reference into this
  Registration Statement pursuant to Item 601 of Regulation S-K:
  
  NO.       DESCRIPTION
  ---       -----------
  
  4.1       The Registrant's 1994 Stock Option Plan (incorporated by reference to
            Exhibit 10.9 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  4.2*      Amendment to Registrant's 1994 Stock Option Plan dated November, 1999.
  
  4.3       Form of Incentive Stock Option Agreement granted under 1994 Stock
            Option Plan of the Registrant (incorporated by reference to Exhibit
            10.10 of the Registrant's Registration Statement on Form S-1 (No.
            333-76899), filed on April 23,1999).
  
  4.4       Form of Non-Employee Director Option Agreement granted under 1994
            Stock Option Plan of the Registrant (incorporated by reference to
            Exhibit 10.11 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  5.1*      Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of
            the securities being registered.
  
  23.1*     Consent of PricewaterhouseCoopers LLP.
  
  23.2*     Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in
            Exhibit 5.1).
  
  ------------
  * filed herewith
  
                                         5
  6
  
  ITEM 9.  UNDERTAKINGS.
  
  (a)  The 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
                  Act;
  
            (ii)  To reflect in the prospectus any facts or events arising after
                  the effective date of this 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 this Registration Statement (or the
                  most recent post-effective amendment thereto); and
  
            (iii) To include any material information with respect to the plan of
                  distribution not previously disclosed in this Registration
                  Statement or any material change to such information in the
                  Registration Statement;
  
            PROVIDED, HOWEVER, that paragraphs (i) and (ii) shall not apply if 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 Exchange Act
            that are incorporated by reference in this Registration Statement.
  
       (2)  That, for the purpose of determining any liability under the Act, 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 Registrant hereby undertakes that, for purposes of determining any
       liability under the Securities Act, each filing of the Registrant's Annual
       Report on Form 10-K pursuant to Section 13(a) or Section 15(d) of the
       Exchange Act (and, where applicable, each filing of an employee benefit
       plan's annual report pursuant to Section 15(d) of the Exchange Act) that is
       incorporated in this 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
       may be permitted to directors, officers and controlling persons of the
       Registrant pursuant to the provisions described in Item 6, 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 Securities 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 a director, officer or
       controlling person in connection with the securities being registered, the
       registrant will, unless in the opinion of counsel the matter has been
       settled by controlling precedent, submit to a court of appropriate
       jurisdiction the question of whether such indemnification by itself is
       against public policy as expressed in the Securities Act and will be
       governed by the final adjudication of such issue.
  
                                         6
  7
  
                                     SIGNATURES
  
  Pursuant to the requirements of the Securities Act, the undersigned 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 Town of Burlington, Commonwealth of Massachusetts, on this
  the 2nd day of March, 2000.
  
                                          THE REGISTRANT:
  
                                          HEALTHGATE DATA CORP.
  
                                          By: /s/ William S. Reece
                                             --------------------------------
                                             William S. Reece,
                                             Chairman of the Board and Chief
                                             Executive Officer
  
  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/ William S. Reece          Chairman of the Board  of           March 2, 2000
  ---------------------------     Directors, Chief  Executive
      William S. Reece            Officer and President
                                  (Principal executive officer)
  
  /s/ Mary B. Miller            Chief Financial Officer and         March 2, 2000
  ---------------------------     Treasurer (Principal financial
      Mary B. Miller              and accounting officer)
  
                                Director
  ---------------------------
      Tina M. H. Blair
  
  /s/ Jonathan J. G. Conibear   Director                            March 2, 2000
  ---------------------------
      Jonathan J. G. Conibear
  
  /s/ Edson D. de Castro        Director                            March 2, 2000
  ---------------------------
      Edson D. de Castro
  
  /s/ David Friend              Director                            March 2, 2000
  ---------------------------
      David Friend
  
  /s/ Chris H. Horgen           Director                            March 2, 2000
  ---------------------------
      Chris H. Horgen
  
                                         7
  8
  
                                    EXHIBIT INDEX
  
  NO.       DESCRIPTION
  ---       -----------
  
  4.1       The Registrant's 1994 Stock Option Plan, as amended up to November
            1999 (incorporated by reference to Exhibit 10.9 of the Registrant's
            Registration Statement on Form S-1 (No. 333-76899), filed on April
            23,1999).
  
  4.2*      Amendment to Registrant's 1994 Stock Option Plan dated November  1999.
  
  4.3       Form of Incentive Stock Option Agreement granted under 1994 Stock
            Option Plan of the Registrant (incorporated by reference to Exhibit
            10.10 of the Registrant's Registration Statement on Form S-1 (No.
            333-76899), filed on April 23,1999).
  
  4.4       Form of Non-Employee Director Option Agreement granted under 1994
            Stock Option Plan of the Registrant (incorporated by reference to
            Exhibit 10.11 of the Registrant's Registration Statement on Form S-1
            (No. 333-76899), filed on April 23,1999).
  
  5.1*      Opinion of Rich, May, Bilodeau & Flaherty, P.C., as to the legality of
            the securities being registered.
  
  23.1*     Consent of PricewaterhouseCoopers LLP.
  
  23.2*     Consent of Rich, May, Bilodeau & Flaherty, P.C. (included in
            Exhibit 5.1).
  
  -------------
  * filed herewith
  
                                         8