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Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================================
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
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<S> <C> <C> <C> <C>
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
=========================================================================================================
</TABLE>
(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.
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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.
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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.
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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.
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(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
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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
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E. Larry Atkins
President and CEO
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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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
/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
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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
</TABLE>
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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.
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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
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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
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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
