-----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, DYw796xciq7MWwaqFQLwgf+Q8MMs/l+E3ye6odltZgvGwMS6IjOz6VqYO6P6TD0Y PyKQ4C7uk9JMk6hbTWrsZg== 0000936392-00-000033.txt : 20000202 0000936392-00-000033.hdr.sgml : 20000202 ACCESSION NUMBER: 0000936392-00-000033 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000119 EFFECTIVENESS DATE: 20000119 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMR CORP CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SPECIALTY OUTPATIENT FACILITIES, NEC [8093] IRS NUMBER: 232491707 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-94983 FILM NUMBER: 509845 BUSINESS ADDRESS: STREET 1: 501 WASHINGTON ST 5TH FL CITY: SAN DIEGO STATE: CA ZIP: 92103 BUSINESS PHONE: 6192952227 MAIL ADDRESS: STREET 1: 3990 OLD TOWN AVENUE SUITE 206A CITY: SAN DIEGO STATE: CA ZIP: 92110 FORMER COMPANY: FORMER CONFORMED NAME: ZARON CAPITAL INC DATE OF NAME CHANGE: 19891116 S-8 1 FORM S-8 1 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000 REGISTRATION NO. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- PMR CORPORATION (Exact name of Registrant as specified in its charter) --------------------- Delaware 23-2491707 (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification Number) 501 Washington Street San Diego, California 92103 (619) 610-4001 (Address, including zip code, and telephone number, including area code, of Registrant's principal executive offices) --------------------- 1997 EQUITY INCENTIVE PLAN (Full title of the plan) --------------------- Mark P. Clein Chief Executive Officer PMR CORPORATION 501 Washington Street San Diego, California 92103 (858) 610-4001 (Name, address, including zip code, and telephone number, including area code, of agent for service) --------------------- Copies to: Jeremy D. Glaser, Esq. COOLEY GODWARD LLP 4365 Executive Drive, Suite 1100 San Diego, CA 92121 (619) 550-6000 --------------------- 2 CALCULATION OF REGISTRATION FEE
PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION TO BE REGISTERED BE REGISTERED(1) PER SHARE (2) OFFERING PRICE (2) FEE - ----------------------------------------------- ---------------- --------------- ------------------ ------------ Stock Options and Common Stock (par value $.01) 1,000,000 $2.00 - $7.13 $2,880,696 761.00
(1) Consists of shares of Common Stock which are issuable pursuant to awards under the Registrant's 1997 Equity Incentive Plan (the "1997 Plan"). (2) Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended (the "Securities Act"). The price per share and aggregate offering price are based upon (a) the actual exercise price for shares subject to outstanding stock options previously granted under the 1997 Plan and (b) shares issuable under the 1997 Plan, calculated on the basis of the average of the high and low prices of Registrant's Common Stock on January 18, 2000 as reported on the Nasdaq National Market. The following chart shows the calculation of the registration fee:
Offering Price Per Aggregate Type of Shares Number of Shares Share Offering Price - ----------------------- ---------------- ------------------ -------------- Common Stock issuable 26,229 $ 7.13 $ 187,013 pursuant to outstanding 42,500 2.06 87,550 options under the 1997 Plan 475,000 2.00 950,000 Common Stock issuable 456,271 3.63 1,656,264 under the 1997 Plan Total 1,000,000 $2,880,827
3 INCORPORATION BY REFERENCE OF CONTENTS OF REGISTRATION STATEMENT ON FORM S-8 (REG. NO. 333-38419) The contents of the Registration Statement on Form S-8 (No. 333-38419) filed by the Registrant with the Securities and Exchange Commission on October 21, 1997 are incorporated herein by reference. EXHIBITS
EXHIBIT NUMBER - ------ 4.1 Restated Certificate of Incorporation.(1) 4.2 Amended and Restated Bylaws.(2) 4.3 Common Stock Specimen Certificate.(3) 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24 Power of Attorney is contained on the signature pages. 99.1 1997 Equity Incentive Plan, as amended (the "1997 Plan").(4) 99.2 Form of Incentive Stock Option Agreement under the 1997 Plan.(5) 99.3 Form of Nonstatutory Stock Option Agreement under the 1997 Plan.(5)
- ------------------ (1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended April 30, 1998 filed on July 28, 1998 and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended April 30, 1997 and incorporated herein by reference. (3) Previously filed as an exhibit to the Company's registration statement on Form S-18 (Reg. No. 23-20095-A) filed on February 11, 1988, as amended, and incorporated herein by reference. (4) Previously filed as Appendix A to the Company's Revised Definitive Proxy Statement filed on February 8, 1999 and incorporated herein by reference. (5) Previously filed as an exhibit to the Company's registration statement on Form S-8 (Reg. No. 333-38419) filed on October 21, 1997 and incorporated herein by reference. 4 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Diego, State of California, on January 19, 2000. PMR CORPORATION By /s/ Mark P. Clein -------------------------------- Mark P. Clein Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark P. Clein, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and 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 attorneys-in-fact and agents, and each of them, 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 or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof. 5 Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE - --------- ----- ---- /s/ Mark P. Clein Chief Executive Officer and January 19, 2000 - ----------------- MARK P. CLEIN Director (Principal Executive Officer) /s/ Michael Feori Controller January 19, 2000 - ----------------- MICHAEL FEORI (Principal Accounting Officer) /s/ Fred D. Furman President January 19, 2000 - ------------------ FRED D. FURMAN /s/ Susan D. Erskine Secretary and Director January 19, 2000 - -------------------- SUSAN D. ERSKINE /s/ Allen Tepper Chairman of the Board of Directors January 19, 2000 - ---------------- ALLEN TEPPER /s/ Daniel L. Frank President of Disease Management January 19, 2000 - ------------------- DANIEL L. FRANK Division and Director
6 EXHIBIT INDEX
EXHIBIT NUMBER - ------ 4.4 Restated Certificate of Incorporation.(1) 4.5 Amended and Restated Bylaws.(2) 4.6 Common Stock Specimen Certificate.(3) 5.1 Opinion of Cooley Godward LLP. 23.1 Consent of Ernst & Young LLP, Independent Auditors. 23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration Statement. 24 Power of Attorney is contained on the signature pages. 99.4 1997 Equity Incentive Plan, as amended (the "1997 Plan").(4) 99.5 Form of Incentive Stock Option Agreement under the 1997 Plan.(5) 99.6 Form of Nonstatutory Stock Option Agreement under the 1997 Plan.(5)
- ------------------ (1) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended April 30, 1998 filed on July 28, 1998 and incorporated herein by reference. (2) Previously filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended April 30, 1997 and incorporated herein by reference. (3) Previously filed as an exhibit to the Company's registration statement on Form S-18 (Reg. No. 23-20095-A) filed on February 11, 1988, as amended, and incorporated herein by reference. (4) Previously filed as Appendix A to the Company's Revised Definitive Proxy Statement filed on February 8, 1999 and incorporated herein by reference. (5) Previously filed as an exhibit to the Company's registration statement on Form S-8 (Reg. No. 333-38419) filed on October 21, 1997 and incorporated herein by reference. EX-5.1 2 EXHIBIT 5.1 1 EXHIBIT 5.1 January 19, 2000 PMR CORPORATION 501 Washington Street, 5th Floor San Diego, CA 92103 Ladies and Gentlemen: You have requested our opinion with respect to certain matters in connection with the filing by PMR CORPORATION, a Delaware corporation (the "Company"), of a Registration Statement on Form S-8 (the "Registration Statement") with the Securities and Exchange Commission, covering the offering of an aggregate of up to 1,000,000 shares of the Company's Common Stock, $.01 par value (the "Shares"), for issuance pursuant to the Company's 1997 Equity Incentive Plan (the "Plan"). In connection with this opinion, we have examined and relied upon the Registration Statement, the Plan, your Certificate of Incorporation and Bylaws, as amended, and such other documents, records, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render the opinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals, the conformity to originals of all documents submitted to us as copies thereof and the due execution and delivery of all documents where due execution and delivery are a prerequisite to the effectiveness thereof. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Shares, when issued and sold in accordance with the Plan, the Registration Statement and related prospectus, will be validly issued, fully paid and nonassessable (except as to shares issued pursuant to certain deferred payment arrangements, which will be fully paid and nonassessable when such deferred payments are made in full). We consent to the filing of this opinion as an exhibit to the Registration Statement. Very truly yours, Cooley Godward LLP /s/ Jeremy D. Glaser By: Jeremy D. Glaser EX-23.1 3 EXHIBIT 23.1 1 EXHIBIT 23.1 CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the 1997 Equity Incentive Plan of PMR Corporation of our report dated June 18, 1999, with respect to the consolidated financial statements and schedule of PMR Corporation included in its Annual Report (Form 10-K) for the year ended April 30, 1999, filed with the Securities and Exchange Commission. /S/ ERNST & YOUNG LLP San Diego, California January 19, 2000 -----END PRIVACY-ENHANCED MESSAGE-----