-----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, RZK/SIG7EPe8HGT2XKySUX1MiLEno0SaM4yvpnKh1PLXNmE8qMmPRlXxzdu7Eb3e YZUIwXNRBrcUYHpk+VROBQ== 0000930661-96-001439.txt : 19961028 0000930661-96-001439.hdr.sgml : 19961028 ACCESSION NUMBER: 0000930661-96-001439 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19961025 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: OCCUSYSTEMS INC CENTRAL INDEX KEY: 0000924639 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE [8011] IRS NUMBER: 752543036 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-14881 FILM NUMBER: 96648206 BUSINESS ADDRESS: STREET 1: 3010 LBJ FREEWAY STREET 2: STE 400 CITY: DALLAS STATE: TX ZIP: 75234 BUSINESS PHONE: 2144842700 MAIL ADDRESS: STREET 1: 3010 LBJ FREEWAY STREET 2: STE 400 CITY: DALLAS STATE: TX ZIP: 75234 S-3 1 FORM S-3 As filed with the Securities and Exchange Commission on October 24, 1996. Registration No. 333-______ ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ______________________ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ____________________ OCCUSYSTEMS, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 8093 75-2543036 (STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.) ____________________ 3010 LBJ FREEWAY, SUITE 400 DALLAS, TEXAS 75234 (972) 484-2700 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ____________________ JOHN K. CARLYLE PRESIDENT AND CHIEF EXECUTIVE OFFICER OCCUSYSTEMS, INC. 3010 LBJ FREEWAY, SUITE 400 DALLAS, TEXAS 75234 (972) 484-2700 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ____________________ Copy to : RICHARD A. PARR II JEFFREY A. CHAPMAN EXECUTIVE VICE PRESIDENT VINSON & ELKINS L.L.P. AND GENERAL COUNSEL 3700 TRAMMELL CROW CENTER OCCUSYSTEMS, INC. 2001 ROSS AVENUE 3010 LBJ FREEWAY, SUITE 400 DALLAS, TEXAS 75201 DALLAS, TEXAS 75234 (214) 220-7700 (972) 484-2700 ____________________ APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this registration statement becomes effective. ____________________ 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, check the following box. [X] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [_] ________________________
CALCULATION OF REGISTRATION FEE ============================================================================================================= PROPOSED PROPOSED AMOUNT MAXIMUM MAXIMUM AMOUNT OF TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE - --------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value per share...... 1,125,000 $27.50 $30,937,500 $9,375 =============================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(c) using the average of the high and low sale prices reported on the Nasdaq National Market for the Registrant's Common Stock on October 23, 1996. ---------------------------- THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT 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 THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. PROSPECTUS OCCUSYSTEMS, INC. 1,125,000 SHARES OF COMMON STOCK THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------- This Prospectus relates to the offering by the selling stockholders identified herein (the "Selling Stockholders") of up to an aggregate of 1,125,000 shares of common stock, par value $.01 per share ("Common Stock"), of OccuSystems, Inc., a Delaware corporation ("OccuSystems" or the "Company"). The shares of Common Stock offered hereby (the "Offered Securities") were privately offered by the Company in connection with the acquisition of certain businesses in a series of unrelated transactions that are expected to occur by November 5, 1996. See "Selling Stockholders" and "Plan of Distribution" for information relating to the Selling Stockholders and this offering. The Offered Securities may be sold from time to time pursuant to this Prospectus by the Selling Stockholders. The Offered Securities may be sold by the Selling Stockholders in ordinary brokerage transactions, in transactions in which brokers solicit purchases, in negotiated transactions, or in a combination of such methods of sale, at market prices prevailing at the time of sale, at prices relating to such prevailing market prices or at negotiated prices. See "Plan of Distribution." The distribution of the Offered Securities is not subject to any underwriting agreement. The Company will receive no part of the proceeds of sales from the offering by the Selling Stockholders. All expenses of registration incurred in connection with this offering are being borne by the Company. None of the Offered Securities have been registered prior to the filing of the Registration Statement of which this Prospectus is a part. The Common Stock is traded on The Nasdaq National Market under the symbol "OSYS." On October 23, 1996, the last reported sale price of the Common Stock on The Nasdaq National Market was $28-1/8 per share. ------------------------- The date of this Prospectus is ____________________, 1996. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934 (the "Exchange Act"). In accordance with the Exchange Act, the Company files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). The reports, proxy statements and other information can be inspected and copied at the public reference facilities that the Commission maintains at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these materials can be obtained at prescribed rates from the Public Reference Section of the Commission at the principal offices of the Commission, 450 Fifth Street, N.W., Washington, D.C. 20549. These reports, proxy statements and other information may also be obtained from the Web site that the Commission maintains at http:\\www.sec.gov. The Company has filed with the Commission a registration statement on Form S-3 (herein, together with all amendments and exhibits, referred to as the "Registration Statement") under the Securities Act of 1933 (the "Securities Act"). This Prospectus does not contain all of the information set forth in the Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the Commission. For further information, reference is hereby made to the Registration Statement. ______________________ INCORPORATION OF CERTAIN INFORMATION BY REFERENCE The following documents filed by the Company with the Commission pursuant to the Exchange Act are incorporated in this Prospectus by reference: 1. The Company's Annual Report on Form 10-K for the year ended December 31, 1995; 2. The Company's Current Report on Form 8-K dated January 2, 1996; 3. The Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1996; 4. The Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 1996; and 5. The description of the Company's capital stock contained in Item 1 of the Registration Statement on Form 8-A (File No. 0-24440) filed with the Commission on April 4, 1995, including any amendment or report filed for the purpose of updating such description filed with the Commission pursuant to Section 13 of the Exchange Act. All other documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus and 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 Prospectus and to be a part hereof from the date of filing such documents. The Company will provide without charge to each person to whom a copy of this Prospectus is delivered, upon the written or oral request of any such person, a copy of any or all of the documents that are incorporated by reference, other than exhibits to such documents not specifically incorporated by reference. Requests for such copies should be directed to OccuSystems, Inc., 3010 LBJ Freeway, Suite 400, Dallas, Texas 75234, Attention: Richard A. Parr II, Executive Vice President and General Counsel, telephone (972) 481-7507. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. 2 THE COMPANY OccuSystems is the nation's largest physician practice management company focusing on occupational healthcare. The Company currently manages the practices of 160 physicians in the Company's 90 occupational healthcare centers located in 24 markets in 13 states. OccuSystems provides the management, facilities, administrative and technical support, case management, physical therapy services and other ancillary services necessary to establish and maintain a fully integrated network of occupational healthcare providers. The Company believes that this network of physicians and facilities combined with the Company's management expertise and cost containment programs provide significant advantages to patients, employers, physicians and payors in reducing the overall costs associated with occupational healthcare. Since December 1, 1991, the Company has acquired the assets of 87 physician practices and developed 20 physician practices. The Company believes that the decisions made by primary care physicians are a critical determinant of the total costs (including non-medical costs) of a workers' compensation case. Because most occupational medicine at the primary care level is provided on a non-dedicated basis by physicians as part of their general medical practices, OccuSystems believes that an attractive opportunity exists in organizing primary care physicians within a national network that exclusively provides occupational healthcare services. By so doing, OccuSystems believes that it can substantially reduce the costs associated with occupational healthcare while maintaining the quality of care. The occupational healthcare market is extremely fragmented. Individual physicians, small group practices, local practice management companies and hospital-based programs have accounted for the majority of providers of occupational healthcare services. The Company believes that, due to increasing business and regulatory complexity, greater capital requirements and the development of larger integrated networks such as the Company's, physicians and other groups are seeking to affiliate with larger, professionally managed organizations. The Company's strategy is as follows: . To continue to consolidate primary care physician practices specializing in occupational medicine to meet the needs of physicians to affiliate with professionally managed organizations. . To continue to develop clusters of occupational healthcare centers in new and existing geographic markets, through the acquisition and development of physician practices and the formation of strategic joint ventures, to serve employers, payors and employees more effectively and to leverage management resources. . To develop and affiliate with vertically integrated networks of providers, including specialists and hospitals. . To employ its information systems and its regulatory and practice management expertise to optimize the performance of its centers and enhance its affiliated physicians' efficiency in practicing occupational medicine. . To implement its proprietary Active Injury/Illness Management ("AIM(SM")) program to manage the occupational injury and illness resolution process proactively from the moment of initial treatment to return to work. . To market its services on a case rate (per diagnosis) and capitated (fixed fee per employee per month) basis to employers, insurers and managed care organizations. The Company's executive offices are located at 3010 LBJ Freeway, Suite 400, Dallas, Texas 75234, and its telephone number at that address is (972) 484-2700. RISK FACTORS IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY, PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE RISK FACTORS SET FORTH IN "ITEM 1. BUSINESS--RISK FACTORS" CONTAINED IN THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995. 3 SELLING STOCKHOLDERS The following table sets forth the name of the Selling Stockholders and (i) the number of shares of Common Stock owned by the Selling Stockholders as of the effective date of the Registration Statement of which this Prospectus forms a part, (ii) the maximum number of shares of Common Stock which may be offered for the account of the Selling Stockholders under this Prospectus, and (iii) the amount and percentage of Common Stock to be owned by the Selling Stockholders after the completion of this offering assuming the sale of all the Common Stock which may be offered hereunder.
AMOUNT AND MAXIMUM PERCENTAGE OF SHARES OWNED NUMBER OF SHARES COMMON STOCK PRIOR TO WHICH MAY BE OWNED AFTER THE OFFERING ------------------------------ SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE - --------------------------- ------------- ----------------- ------------ --------------- Larry Blau, D.O. 0 315,000 0 0 Barry Leshman, D.O. 0 135,000 0 0 Lisa Love 0 50,000 0 0 Ardith Grandbouche 0 145,125 0 0 Arthur Canario, M.D. 0 322,687 0 0 Thomas Canario 0 35,313 0 0 Richard Machen 0 35,313 0 0 Jeffrey Kossack 0 86,562 0 0
4 PLAN OF DISTRIBUTION The Offered Securities will be issued to the Selling Stockholders in connection with the acquisition by the Company of the various businesses of the Selling Stockholders in a series of separate transactions. The Offered Securities may be sold from time to time directly by the Selling Stockholders. The Offered Securities may also be sold by the Selling Stockholders in (a) ordinary brokerage transactions and in transactions in which brokers solicit purchasers, (b) sales to a broker or dealer as principal and resales by such broker or dealer for its own account pursuant to this Prospectus or (c) in a combination of such methods of sale, at market prices and other terms prevailing at the time of sale, at prices related to such prevailing market prices or at negotiated prices. The Offered Securities may be sold on any national securities exchange or automated interdealer quotation system on which shares of Common Stock are then listed, through negotiated transactions or otherwise. Brokers, dealers and agents who participate in the sale of the Offered Securities may receive compensation in the form of underwriting discounts, concessions or commissions from the Selling Stockholders and/or purchasers of the Offered Securities for whom they may act as agent. The Selling Stockholders and any brokers, dealers or agents that participate in the distribution of the Offered Securities might be deemed to be "underwriters" within the meaning of the Securities Act, and any profit on the sale of such Offered Securities and any discounts, commissions or concessions received by any such brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. At the time a particular offer of any of the Offered Securities is made by the Selling Stockholders, to the extent required pursuant to the Securities Act, a supplement to this Prospectus will be distributed which describes the method of sale in greater detail. In addition, any Offered Securities which qualify for sale pursuant to Rule 144 under the Securities Act may be sold under Rule 144 rather than pursuant to this Prospectus. Pursuant to the provisions of a Registration Rights Agreement entered into between the Company and each of the Selling Stockholders, the Selling Stockholders will pay their costs and expenses of selling the shares of Common Stock offered hereunder, including commissions and discounts of underwriters, brokers, dealers or agents, and the Company will pay the costs and expenses incident to its registration and qualification of the Common Stock offered hereby, including registration and filing fees. In addition the Company has agreed to indemnify the Selling Stockholders against certain liabilities, including liabilities arising under the Securities Act. The Selling Stockholders may indemnify any broker-dealer that participates in transactions involving the sale of shares of Common Stock against certain liabilities, including liabilities under the Securities Act. There can be no assurance that the Selling Stockholders will sell any or all of the shares of Common Stock offered by them hereunder. USE OF PROCEEDS The Company will not receive any of the proceeds from the sale of the Offered Securities by the Selling Stockholders. FORWARD LOOKING STATEMENTS Statements contained in this Prospectus (including certain of the documents incorporated by reference herein) that are not based on historical facts are forward-looking statements subject to uncertainties and risks including, but not limited to, product and service demand and acceptance, the availability of appropriate acquisition and joint venture candidates, economic conditions, the impact of competition and pricing, capacity and supply constraints or difficulties, results of financing efforts, and other risks described in this Prospectus (including certain of the documents incorporated by reference herein). LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Richard A. Parr II, Executive Vice President and General Counsel of the Company. 5 EXPERTS The consolidated financial statements and schedule of the Company as of December 31, 1995 and 1994, and for the three years then ended, appearing in the Company's Annual Report on Form 10-K for the year ended December 31, 1995, have been incorporated by reference herein in reliance upon the reports of Arthur Andersen LLP, independent public accountants, incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. 6 NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE. ----------------------------- TABLE OF CONTENTS
Available Information ........................................................ 3 Incorporation of Certain Information by Reference 3 The Company .................................................................. 4 Risk Factors ................................................................. 4 Selling Stockholders ......................................................... 5 Plan of Distribution ......................................................... 6 Use of Proceeds .............................................................. 6 Forward Looking Statements ................................................... 6 Legal Matters ................................................................ 6 Experts ...................................................................... 6
1,125,000 SHARES OCCUSYSTEMS, INC. COMMON STOCK ---------- PROSPECTUS ---------- ______________, 1996 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses payable by the registrant in connection with the registration, issuance and distribution of the Common Stock offered hereby are as follows. SEC Registration Fee ................................ $ 9,375 Nasdaq National Market System Filing Fee ............ 17,500 Legal Fees and Expenses ............................. 2,500 Accounting Fees and Expenses ........................ 5,000 Fees and Expenses of Transfer Agent ................. 3,500 "Blue Sky" Fees and Expenses (including legal fees).. 2,000 Miscellaneous Expenses .............................. 125 ------- Total ................................ $40,000 ======= ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS Article Tenth of the Certificate of Incorporation of the registrant provides that the registrant shall indemnify its officers and directors to the maximum extent allowed by the Delaware General Corporation Law. Pursuant to Section 145 of the Delaware General Corporation Law, the registrant generally has the power to indemnify its present and former directors and officers against expenses and liabilities incurred by them in connection with any suit to which they are, or are threatened to be made, a party by reason of their serving in those positions so long as they acted in good faith and in a manner they reasonably believed to be in, or not opposed to, the best interests of the registrant, and with respect to any criminal action, so long as they had no reasonable cause to believe their conduct was unlawful. With respect to suits by or in the right of the registrant, however, indemnification is generally limited to attorneys' fees and other expenses and is not available if the person is adjudged to be liable to the registrant, unless the court determines that indemnification is appropriate. The statute expressly provides that the power to indemnify authorized thereby is not exclusive of any rights granted under any bylaw, agreement, vote of stockholders or disinterested directors, or otherwise. The registrant also has the power to purchase and maintain insurance for its directors and officers. Additionally, Article Tenth of the Certificate of Incorporation provides that, in the event that an officer or director files suit against the registrant seeking indemnification of liabilities or expenses incurred, the burden will be on the registrant to prove that the indemnification would not be permitted under the Delaware General Corporation Law. The preceding discussion of the registrant's Certificate of Incorporation and Section 145 of the Delaware General Corporation Law is not intended to be exhaustive and is qualified in its entirety by the Certificate of Incorporation and Section 145 of the Delaware General Corporation Law. The registrant has entered into indemnity agreements with the registrant's directors and officers. Pursuant to such agreements, the registrant will, to the extent permitted by applicable law, indemnify such persons against all expenses, judgments, fines and penalties incurred in connection with the defense or settlement of any actions brought against them by reason of the fact that they were directors or officers of the registrant or assumed certain responsibilities at the direction of the registrant. II-1 ITEM 16. EXHIBITS EXHIBIT NO. DESCRIPTION - ------------- ----------- +3.1 Amended and Restated Certificate of Incorporation of the Company. +3.2 Bylaws of the Company. 5.1 Opinion of Richard A. Parr II. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Richard A. Parr II (included in Exhibit 5.1). 24.1 Power of Attorney (contained on signature pages hereto). ___________________________ + Incorporated by reference from the Company's Registration Statement on Form S-1 (Registration No. 33-79734) last filed with the Securities and Exchange Commission on May 8, 1995. ITEM 17. UNDERTAKINGS The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (1)(i) and (1)(ii) 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 the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration 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. (4) 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. II-2 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 Securities Act of 1933 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 Securities Act of 1933 and will be governed by the final adjudication of such issue. II-3 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on the 24th day of October, 1996. OCCUSYSTEMS, INC. By: /s/ James M. Greenwood -------------------------------------------- James M. Greenwood Senior Vice President, Chief Financial Officer and Treasurer 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. Each person whose signature appears below authorizes and appoints each of John K. Carlyle and James M. Greenwood, and each of them severally, acting alone and without the other, as his attorney-in-fact to execute in the name of such person and to file any amendments to this Registration Statement necessary or advisable to enable the Company to comply with the Securities Act of 1933 and any rules, regulations and requirements of the Securities and Exchange Commission in respect thereof, in connection with the registration of the securities which are the subject of this Registration Statement, which amendments may make such changes in the Registration Statement as such attorney-in-fact may deem appropriate.
SIGNATURE CAPACITY DATE - --------- -------- ---- /s/ John K. Carlyle President and Chief Executive October 24, 1996 - ------------------------- Officer (Principal Executive John K. Carlyle Officer); Director /s/ James M. Greenwood Senior Vice President, Chief October 24, 1996 - ------------------------- Financial Officer and Treasurer James M. Greenwood (Principal Financial and Accounting Officer) /s/ Richard D. Rehm Chairman of the Board October 24, 1996 - ------------------------- and Director Richard D. Rehm, M.D. /s/ Robert W. O'Leary Director October 24, 1996 - ------------------------- Robert W. O'Leary /s/ Paul B. Queally Director October 24, 1996 - ------------------------- Paul B. Queally /s/ Stephen A. George Director October 24, 1996 - ------------------------- Stephen A. George, M.D.
II-4 INDEX TO EXHIBITS Sequential Page EXHIBIT NO. DESCRIPTION OF EXHIBIT Number - ----------- ---------------------- ---------- +3.1 Amended and Restated Certificate of Incorporation of the Company. +3.2 Bylaws of the Company. 5.1 Opinion of Richard A. Parr II. 23.1 Consent of Arthur Andersen LLP. 23.2 Consent of Richard A. Parr II (included in Exhibit 5.1). 24.1 Power of Attorney (contained on signature pages hereto). ___________________________ + Incorporated by reference from the Company's Registration Statement on Form S-1 (Registration No. 33-79734) last filed with the Securities and Exchange Commission on May 8, 1995. EX-5.1 2 OPINION OF RICHARD A. PARR II EXHIBIT 5.1 October 24, 1996 OccuSystems, Inc. 3010 LBJ Freeway, Suite 400 Dallas, TX 75234 Ladies and Gentlemen: I have acted as counsel for OccuSystems, Inc., a Delaware corporation (the "Company"), in connection with the Company's registration under the Securities Act of 1933, as amended (the "Act"), of the offer and sale of 1,125,000 shares of common stock, par value $.01 per share (the "Shares"), of the Company pursuant to the Company's Registration Statement on Form S-3 filed with the Securities and Exchange Commission (the "Commission") on October 24, 1996 (the "Registration Statement"). In reaching the opinions set forth herein, I have examined and am familiar with originals or copies, certified or otherwise, of such documents and records of the Company and such statutes, regulations, and other instructions as I have deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) the Certificate of Incorporation of the Company, as filed with the Secretary of State of the State of Delaware, and (iii) the By- Laws of the Company. I have assumed that (i) all information contained in all documents reviewed by me is true, correct, and complete, (ii) all signatures on all documents reviewed by me are genuine, (iii) all documents submitted to me as originals are true and complete, (iv) all documents submitted to me as copies are true and complete copies of the originals thereof, and (v) all persons executing and delivering originals or copies of documents examined by me were competent to execute and deliver such documents. In addition, I have assumed that (i) the Shares that have yet to be issued will be issued in accordance with the acquisition agreements in the forms previously reviewed by me (the "Acquisition Agreements"), (ii) the full consideration for each Share that has yet to be issued shall be paid to the Company and in no event shall be less than the par value of such Share, and (iii) certificates evidencing the Shares that have yet to be issued shall be properly executed and delivered by the Company in accordance with the Delaware General Corporation Law (the "DGCL"). Based on the foregoing and having due regard for the legal considerations I deem relevant, I am of the opinion that the Shares that have been issued are validly issued by the Company, fully paid, and non-assessable and that the Shares that have yet to be issued, when issued in accordance with the Acquisition Agreements, will be validly issued by the Company, fully paid, and non-assessable. This opinion is limited in all respects to the laws of the State of Texas, the DGCL, and the federal laws of the United States of America. You should be aware that I am not admitted to the practice of law in the State of Delaware, and the opinion herein as to the DGCL is based upon the latest unofficial compilation thereof available to the me. This opinion letter may be filed as an exhibit to the Registration Statement. Consent is also given to the reference to me under the caption "Legal Matters" in the Registration Statement and in the Prospectus included in the Registration Statement, as having passed on the validity of the Shares. In giving this consent, I do not thereby admit that I come within the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission promulgated thereunder. Very truly yours, /s/ RICHARD A. PARR II Richard A. Parr II General Counsel EX-23.1 3 CONSENT OF ARTHUR ANDERSEN LLP CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference in this registration statement, and any registration statement relating to the same offering as this registration statement that is to be effective upon filing pursuant to Rule 462(b)under the Securities Act of 1933, as amended, of our report dated February 9, 1996 incorporated by reference in OccuSystems, Inc's Form 10-K for the year ended December 31, 1995 and to all reference to our Firm included in this registration statement. /s/ Arthur Andersen LLP Arthur Andersen LLP Dallas, Texas October 24, 1996 -----END PRIVACY-ENHANCED MESSAGE-----