-----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, TDFQi5K3HB9k5c/fBXRx5WEwegdkQJqjaV/fhOnoP6lYVamECOf0wyqk1JL4AnRG 3Rc/uyRglNXgo/+3JcCdbQ== 0000950115-96-000779.txt : 19960530 0000950115-96-000779.hdr.sgml : 19960530 ACCESSION NUMBER: 0000950115-96-000779 CONFORMED SUBMISSION TYPE: S-3/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19960529 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PMR CORP CENTRAL INDEX KEY: 0000829608 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 232491701 STATE OF INCORPORATION: DE FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: S-3/A SEC ACT: 1933 Act SEC FILE NUMBER: 033-97202 FILM NUMBER: 96573573 BUSINESS ADDRESS: STREET 1: 3990 OLD TOWN AVE STE 206A CITY: SAN DIEGO STATE: CA ZIP: 92110 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-3/A 1 AMENDED STATEMENT As filed with the Securities and Exchange Commission on May 29, 1996 Registration No. 33-97202 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ AMENDMENT NO. 3 TO FORM S-3 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 of (I.R.S. Employer Identification incorporation or organization) Number) 3990 Old Town Avenue, Suite 206A San Diego, California 92110 Telephone (619) 295-2227 -------------------------- (Address, including zip code, and telephone number, including area code of registrant's principal executive office and principal place of business) -------------------------- Allen Tepper 3990 Old Town Avenue, Suite 206A San Diego, California 92110 -------------------------- (Name, address, including zip code, and telephone number, including area code, of agent for service) -------------------------- Copies to: Stephen M. Cohen, Esquire Buchanan Ingersoll Professional Corporation Two Logan Square 18th and Arch Street, 12th Floor Philadelphia, PA 19103 (215) 665-3873 Approximate date of commencement of proposed sale to the public: As soon as practicable following the date on which this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: / / If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: /X/ ------------------------------ The Company hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Company shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine. EX-5 2 OPINION OF COUNSEL EXHIBIT 5 BUCHANAN INGERSOLL LETTERHEAD Stephen M. Cohen Two Logan Square, 12th Floor 215-665-3873 18th and Arch Sts Philadelphia, PA 19103-2771 Telephone: 215-665-8700 Fax: 215-569-2066 PMR Corporation 3990 Old Town Avenue, Suite 206A San Diego, California 92110 May 29, 1996 Re: The Corporation's Registration Statement on Form S-3 Gentlemen: We have participated in the preparation of the Registration Statement on Form S-3 (the "Registration Statement") filed with the Securities and Exchange Commission by PMR Corporation (the "Corporation") for the purpose of registering for resale under the Securities Act of 1933, 1,388,087 shares of Common Stock of the Corporation, $.01 par value, which consists of 97,087 shares of Common Stock previously issued by the Company in connection with certain private placement transactions, 700,000 shares of Common Stock issuable upon the conversion of an outstanding class of convertible preferred stock and 591,000 shares of Common Stock issuable upon the exercise of certain outstanding Common Stock purchase warrants and options previously issued by the Company in private placement transactions. As counsel to the Corporation, we have examined such corporate records, certificates and other documents as we considered to be relevant and necessary to express the opinion hereinafter set forth. On the basis of the foregoing and of our consideration of such other legal and factual matters as we have deemed appropriate, we are of the opinion that the 97,087 shares of Common Stock of the Corporation, the 700,000 shares of Common Stock issuable upon the conversion of the outstanding class of convertible preferred stock and the 591,000 shares of Common Stock issuable upon the exercise of the outstanding Common Stock purchase warrants and options, covered by the Registration Statement have been duly authorized and, when the warrants and options are exercised and upon the conversion of the convertible preferred stock, will be legally issued, fully paid and non-assessable, assuming that the applicable exercise price or conversion price is paid with respect to each share of Common Stock prior to issuance of such warrants, options, and convertible preferred stock, and full compliance with the terms of the warrants, options and convertible preferred stock is otherwise made. This opinion is being delivered to you in compliance with Item 601(b)(5)(i) of Regulation S-K of the Securities Act of 1933, as amended. This firm consents to the filing of this opinion as an exhibit to the Registration Statement and to the reference to this firm under the caption "Legal Matters" in the Prospectus forming a part of the Registration Statement. Very truly yours, BUCHANAN INGERSOLL PROFESSIONAL CORPORATION BY: /s/ STEPHEN M. COHEN Stephen M. Cohen -----END PRIVACY-ENHANCED MESSAGE-----