-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Sp5NrnnWSG4/cC1DdcF0eDQliAg3x98sjgJPwGAFTMtytZRL5C1pRuTrWw6y2J0w ova3s7Ohq/b4Cg10KRtIKg== 0000950133-96-002556.txt : 19961118 0000950133-96-002556.hdr.sgml : 19961118 ACCESSION NUMBER: 0000950133-96-002556 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19961114 EFFECTIVENESS DATE: 19961114 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INSIGHT HEALTH SERVICES CORP CENTRAL INDEX KEY: 0001012697 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MEDICAL LABORATORIES [8071] IRS NUMBER: 330702770 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-16123 FILM NUMBER: 96664647 BUSINESS ADDRESS: STREET 1: 4440 VON KARMAN AVENUE STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 BUSINESS PHONE: 7144760733 MAIL ADDRESS: STREET 1: 4440 VON KARMAN AVE., STE 320 CITY: NEWPORT BEACH STATE: CA ZIP: 92660 S-8 1 INSIGHT HEALTH SERVICES CORP. FORM S-8 1 Registration No. ---------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------------- INSIGHT HEALTH SERVICES CORP. (Exact name of registrant as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 33-0702770 (I.R.S. Employer Identification No.) 4400 MACARTHUR BOULEVARD NEWPORT BEACH, CALIFORNIA 92660 (Address of principal executive offices, including zip code) INSIGHT HEALTH SERVICES CORP. 1996 EMPLOYEE STOCK OPTION PLAN INSIGHT HEALTH SERVICES CORP. 1996 DIRECTORS' STOCK OPTION PLAN AMERICAN HEALTH SERVICES CORP. 1987 STOCK OPTION PLAN AMERICAN HEALTH SERVICES CORP. 1989 STOCK INCENTIVE PLAN AMERICAN HEALTH SERVICES CORP. 1992 OPTION AND INCENTIVE PLAN MAXUM HEALTH CORP. 1989 STOCK OPTION PLAN MAXUM HEALTH CORP. STOCK OPTION AGREEMENTS (Full titles of the plans) E. LARRY ATKINS PRESIDENT AND CEO INSIGHT HEALTH SERVICES CORP. 4400 MACARTHUR BOULEVARD NEWPORT BEACH, CALIFORNIA 92660 (Name and address of agent for service) (714) 476-0733 (Telephone number, including area code, of agent for service) THE COMMISSION IS REQUESTED TO SEND COPIES OF ALL COMMUNICATIONS TO: GERALD P. MCCARTIN, ESQ. ARENT FOX KINTNER PLOTKIN & KAHN 1050 CONNECTICUT AVENUE, N.W. WASHINGTON, D.C. 20036 (202) 857-6090 2 CALCULATION OF REGISTRATION FEE
========================================================================================================= Proposed Proposed Maximum Maximum Amount Offering Price Aggregate Amount of Title of Securities to be Per Share Offering Registration to be Registered Registered Price Fee - --------------------------------------------------------------------------------------------------------- Common Stock, $.001 par value 80,730 $.10452 $8,438 1,495 .15677 234 49,335 .41806 20,625 53,820 .83612 45,000 44,850 1.25418 56,250 42,000 2.50 105,000 3,000 3.75 11,250 45,000 5.37 241,650 15,000 7.00 105,000 614,433 6.3125(1) 3,878,608(1) 208,000 6.25 1,300,000 18,688 15.63545 292,195 9,000 16.20 145,800 $2,142.00 =========================================================================================================
(1) Pursuant to Rule 457(h), based on the last sale price of the Common Stock on November 7, 1996, as reported by the Wall Street Journal. - -------------------------------------------------------------------------------- -2- 3 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS ITEM 1. PLAN INFORMATION* ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION* * Information required by Part I to be contained in the Section 10(a) prospectus is omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of 1933 and the Note to Part I of Form S-8. -3- 4 PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents filed by the registrant with the Securities and Exchange Commission are incorporated by reference in this Registration Statement: 1. The registrant's Prospectus (the "Prospectus") filed with the Securities and Exchange Commission on May 13, 1996, pursuant to Rule 424(b)(3) under the Securities Act of 1933. 2. Description of the registrant's Common Stock contained in the Prospectus. 3. The registrant's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 5, 1996. 4. The Company's Transition Report on Form 10-Q for the period from January 1, 1996 to June 26, 1996 filed with the Securities and Exchange Commission on August 12, 1996. 5. The Company's Annual Report on Form 10-K for the six months ended June 30, 1996 filed with the Securities and Exchange Commission on October 15, 1996. In addition, all documents subsequently filed by the registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Section 145 of the Delaware General Corporation Law (the "Delaware Law"), a corporation formed under Delaware law is permitted to indemnify its directors, officers, and other corporate agents, against any expenses (including reasonable attorneys' fees), judgments, fines, and amounts paid in settlement of nonderivative lawsuits, actually and reasonably incurred in connection with the defense of any action, suit, or proceeding in which they or any of them were or are made parties or threatened to be made parties by reason of their serving or having served in such capacity. The Delaware Law provides, however, that such person must have 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, in the case of a criminal action, such person must have had no reasonable cause to believe his or her conduct was unlawful. In addition, the Delaware Law does not permit indemnification in an action or suit by or in the right of the corporation, where such person has been adjudged liable to the corporation, unless, and only to the extent that, a court determines that such person fairly and reasonably is entitled to indemnity for expenses the court deems proper in light of the liability adjudication. Indemnity is mandatory to the extent a claim, issue or matter has been successfully defended. -4- 5 The registrant's bylaws provide that registrant may indemnify its directors, officers, and certain of its other corporate agents to the fullest extent permitted under the Delaware Law for all expense, liability and loss (including attorneys' fees actually and reasonably incurred by them) in a proceeding by reason of such capacity. The registrant's certificate of incorporation states that, to the fullest extent permitted by the Delaware Law, a director of the registrant shall not be liable to the registrant or its stockholders for monetary damages for a breach of fiduciary duty as the registrant's director. The registrant has purchased and maintains liability insurance against liabilities that may be asserted against such persons in connection with the registrant, whether or not indemnification against such liabilities would be permitted under the provisions of the registrant's certificate of incorporation or bylaws. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS See Exhibit Index. ITEM 9. UNDERTAKINGS (a) The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made of the securities registered hereby, 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 this Registration Statement; (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 this Registration Statement; provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) above do 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 Securities Exchange Act of 1934 that are incorporated by reference in this 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 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. -5- 6 (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 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. o o o -6- 7 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Newport Beach, California on the 31st day of October, 1996. INSIGHT HEALTH SERVICES CORP. By: /s/ E. LARRY ATKINS ------------------------------ E. Larry Atkins President and CEO -7- 8 POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints E. Larry Atkins his true and lawful attorney-in-fact and agent, acting alone, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, acting alone, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ FRANK E. EGGER Chairman of the Board October 31, 1996 - ----------------------- and Director Frank E. Egger /s/ E. LARRY ATKINS President, Chief Executive October 31, 1996 - ----------------------- Officer and Director E. Larry Atkins /s/ THOMAS V. CROAL Principal Financial and October 31, 1996 - ----------------------- Accounting Officer Thomas V. Croal /s/ LEONARD H. HABAS Director October 31, 1996 - ----------------------- Leonard H. Habas /s/ RONALD G. PANTELLO Director October 31, 1996 - ----------------------- Ronald G. Pantello /s/ GRANT R. CHAMBERLAIN Director October 31, 1996 - ------------------------ Grant R. Chamberlain
-8- 9 EXHIBIT INDEX EXHIBIT 4 Instruments Defining Rights of Security Holders (a) InSight Health Services Corp. 1996 Employee Stock Option Plan, incorporated by reference to the registrant's proxy statement (the "Proxy Statement"), filed with the Securities and Exchange Commission on April 29, 1996. (b) InSight Health Services Corp. 1996 Directors' Stock Option Plan, incorporated by reference to the registrant's Proxy Statement. (c) American Health Services Corp. 1987 Stock Option Plan, incorporated by reference to Post-Effective Amendment No. 4 on Form S-1 to American Health Service Corp.'s Registration Statement on Form S-18 (Registration No. 33-00088), filed with the Securities and Exchange Commission on August 28, 1987. (d) American Health Services Corp. 1989 Stock Incentive Plan, incorporated by reference to American Health Service Corp.'s Annual Report on Form 10-K for the year ended December 31, 1990. (e) American Health Services Corp. 1992 Option and Incentive Plan, incorporated by reference to American Health Service Corp.'s Registration Statement on Form S-8 (Registration No. 33-51531), filed with the Securities and Exchange Commission on September 1, 1992. (f) Maxum Health Corp. 1989 Stock Option Plan, incorporated by reference to Maxum Health Corp.'s Annual Report on Form 10-K for the year ended December 31, 1993. (g) Form of Maxum Health Corp. Stock Option Agreements, dated as of August 17, 1994, incorporated by reference to InSight Health Services Corp.'s Annual Report on Form 10-K for the six months ended June 30, 1996, filed with the Securities and Exchange Commission on October 15, 1996. 5 Opinion of Arent Fox Kintner Plotkin & Kahn. 23 Consents. (a) Consent of Arent Fox Kintner Plotkin & Kahn: included in Exhibit 5. (b) Consent of Arthur Andersen LLP. (c) Consent of Deloitte & Touche LLP. 24 Power of Attorney: included on signature page. -9- EX-5 2 LEGAL OPINION. 1 EXHIBIT 5 [ARENT FOX LETTERHEAD] ARENT FOX 1050 Connecticut Avenue, NW Washington, DC 20036-5339 Gerald P. McCartin Tel: 202/857-6090 Fax: 202/857-6395 November 8, 1996 InSight Health Services Corp. 4400 MacArthur Boulevard Newport Beach, CA 92660 Ladies and Gentlemen: We have acted as counsel to InSight Health Services Corp. (the "Company") with respect to the Company's Registration Statement on Form S-8 (the "Registration Statement") filed with the Securities and Exchange Commission in connection with the registration, under the Securities Act of 1933, as amended, by the Company of an aggregate of 1,185,351 shares of its $0.001 par value common stock (the "Shares") issuable upon exercise of stock options granted under: the InSight Health Services Corp. 1996 Employee Stock Option Plan; the InSight Health Services Corp. 1996 Directors' Stock Option Plan; the American Health Services Corp. 1987 Stock Option Plan; the American Health Services Corp. 1989 Stock Incentive Plan; the American Health Services Corp. 1992 Option and Incentive Plan; the Maxum Health Corp. 1989 Stock Option Plan; and the Maxum Health Corp. Stock Option Agreements (collectively, the "Plans"). In connection with this opinion letter, we have examined the originals or copies certified or otherwise identified to our satisfaction of the Registration Statement and such other records, documents, certificates, agreements, or other instruments and have made such other inquiries, all as we deemed necessary to enable us to render the opinions expressed below. Based on the foregoing, we of the opinion that the Shares have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plans, will be validly issued, fully paid and non-assessable. We consent to the inclusion of this opinion as part of the Registration Statement and to the reference to our firm therein. In giving this consent, we do not admit that we come within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules promulgated thereunder. Very truly yours, ARENT FOX KINTNER PLOTKIN & KAHN EX-23.B 3 ARTHUR ANDERSEN LLP CONSENT 1 EXHIBIT 23(b) ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement of InSight Health Services Corp., on Form S-8 of our report dated September 13, 1996 on the financial statements of InSight Health Services Corp. incorporated by reference in the Registration Statement and to all references to our Firm included in this Registration Statement. /s/ ARTHUR ANDERSEN LLP ARTHUR ANDERSEN LLP Orange County, California November 4, 1996 EX-23.C 4 DELOITTE & TOUCHE LLP CONSENT 1 EXHIBIT 23(c) INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of InSight Health Services Corp. on Form S-8 of our report dated March 1, 1996, on the financial statements of Maxum Health Corp. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the uncertainty regarding Maxum's ability to continue as a going concern), appearing in the Annual Report of Form 10-K of InSight Health Services Corp. for the six months ended June 30, 1996. /s/ DELOITTE & TOUCHE LLP Dallas, Texas November 5, 1996 -----END PRIVACY-ENHANCED MESSAGE-----