Registration No. 333-_________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
------------------
U. S. LABORATORIES INC.
(Exact name of registrant as specified in its charter)
Delaware 33-0586167
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7895 Convoy Court
Suite 18 92111
San Diego, California (Zip Code)
(Address of principal executive offices)
U. S. Laboratories Inc. 1998 Stock Option Plan
(Full title of the plan)
Dickerson Wright
President and Chief Executive Officer Copy to:
U. S. Laboratories Inc.
7895 Convoy Court Joseph Lesko
Suite 18 Foley & Lardner
San Diego, California 92111 402 West Broadway, Suite 2300
(619) 715-5800 San Diego, California 92101
(Name, address and telephone number, (619) 234-6655
including area code, of agent for service)
--------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
Proposed Maximum Proposed Maximum
Title of Securities to Amount to be Offering Price Per Aggregate Offering Amount of
be Registered Registered Share Price Registration Fee
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 310,000 shares $3.50(1) $1,085,000(1) $302.00
- ------------------------ ---------------------- ---------------------- ----------------------- ---------------------
(1) Estimated pursuant to Rules 457(c) and (h) under the Securities Act of 1933
solely for the purpose of calculating the registration fee. The price is based
upon the average of the high and low price of Common Stock as reported on the
Nasdaq SmallCap on July 12, 1999.
---------------------------------
</TABLE>
<PAGE>
Explanatory Page
This registration statement on Form S-8 is being filed for the purpose of
registering additional shares of common stock under the U. S. Laboratories Inc.
1998 Stock Option Plan. The prospectus required to be circulated as part of this
registration statement relates to this registration statement and to the Form
S-8 filed by U. S. Laboratories Inc. on May 18, 1999, SEC file number 333-78707.
The contents of Form S-8 registration statement number 333-78707 are
incorporated herein by reference.
PART I
The document or documents containing the information in Part I are not
required to be filed with the Securities and Exchange Commission ("Commission")
as part of this Form S-8 registration statement.
PART II
The information required in Part II, except Item 8, is not required to be
filed with the Commission as part of this Form S-8 registration statement.
2
<PAGE>
Item 8. Exhibits.
The following exhibits have been filed (except where otherwise
indicated) as part of this Registration Statement:
Exhibit No. Exhibit
----------- -------
(4) U. S. Laboratories Inc. 1998 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Singer Lewak Greenbaum & Goldstein LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
3
<PAGE>
SIGNATURES
The Registrant. 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 the City of San Diego, and State of California, on June 28,
1999.
U. S. LABORATORIES INC.
By: /S/ DICKERSON WRIGHT
Dickerson Wright,
President and Chief Executive Officer
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
constitutes and appoints Dickerson Wright and James D. Wait, and each of them
individually, his or her true and lawful attorney-in-fact and agent, with full
power of substitution and revocation, 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 either of them, may lawfully do or cause to be
done by virtue hereof.
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/S/ DICKERSON WRIGHT Chief Executive Officer, President, and June 28, 1999
- ------------------------------------------- Chairman of the Board
Dickerson Wright
/S/ GARY ELZWEIG Executive Vice President and Director June 28, 1999
- -------------------------------------------
Gary Elzweig
/S/ DONALD C. ALFORD Executive Vice President, Secretary and June 28, 1999
- ------------------------------------------- Director
Donald C. Alford
/S/ MARK BARON Executive Vice President and Director June 28, 1999
- -------------------------------------------
Mark Baron
/S/ MARTIN B. LOWENTHAL Executive Vice President and Director June 28, 1999
- -------------------------------------------
Martin B. Lowenthal
/S/ JOSEPH WASILESKI Chief Financial Officer and Director (Chief June 28, 1999
- ------------------------------------------- Financial and Accounting Officer)
Joseph Wasilewski
/S/ THOMAS H. CHAPMAN Director June 28, 1999
- -------------------------------------------
Thomas H. Chapman
/S/ JAMES L. MCCUMBER Director June 28, 1999
- -------------------------------------------
James L. McCumber
/S/ ROBERT E. PETERSEN Director June 28, 1999
- -------------------------------------------
Robert E. Petersen
/S/ NOEL SCHWARTZ Director June 28, 1999
- -------------------------------------------
Noel Schwartz
/S/ IRVIN FUCHS Director June 28, 1999
- -------------------------------------------
Irvin Fuchs
5
<PAGE>
EXHIBIT INDEX
U. S. LABORATORIES INC. 1998 STOCK OPTION PLAN
Exhibit No. Exhibit
----------- -------
(4) U. S. Laboratories Inc. 1998 Stock Option Plan
(5) Opinion of Foley & Lardner
(23.1) Consent of Singer Lewak Greenbaum & Goldstein LLP
(23.2) Consent of Foley & Lardner (contained in Exhibit 5
hereto)
(24) Power of Attorney relating to subsequent amendments
(included on the signature page to this Registration
Statement)
</TABLE>
6
Exhibit 4
U.S. LABORATORIES INC.
1998 STOCK OPTION PLAN
1. Purpose
The purpose of the U.S. Laboratories Inc. 1998 Stock Plan (the "Plan")
is to promote the best interests of U.S. Laboratories Inc., a Delaware
corporation (the "Company"), its subsidiaries and its shareholders by providing
for the acquisition of an equity interest in the Company by officers, directors,
employees, and consultants and advisors who perform valuable services for the
Company or its subsidiaries and to enable the Company and its subsidiaries to
attract and retain the services of such individuals upon whose judgment,
interest, skills, and special effort the successful conduct of its operation is
largely dependent.
2. Effective Date
The Plan shall be effective as of May 30, 1998, subject to approval by
the shareholders of the Company within twelve (12) months after the date of
adoption of the Plan by the Board of Directors of the Company (the "Board").
3. Administration
The Plan shall be administered and interpreted by the Compensation
Committee of the Board, consisting of not less than two members of the Board
(the "Committee"). If at any time the Committee shall not be in existence, the
Board shall administer the Plan and all references to the Committee herein shall
include the Board. The Board may, in its discretion, delegate to another
committee of the Board or to one or more senior officers of the Company any or
all of the authority and responsibility of the Committee.
Subject to the provisions of the Plan and applicable law, the Committee
shall have complete power and authority to (i) interpret and administer the Plan
and any instrument or agreement relating to, or made under, the Plan; (ii) make
factual determinations; (iii) establish, amend, suspend, or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; (iv) select those individuals who shall receive
awards under the Plan; (v) determine the terms, conditions, restrictions and
other provisions of awards; and (vi) make any other determination and take any
other action that the Committee deems necessary or desirable for the
administration of the Plan. The Committee's decisions and determinations under
the Plan need not be uniform and may be made selectively among participants,
whether or not they are similarly situated. A majority of the members of the
Committee shall constitute a quorum and all determinations of the Committee
shall be made by a majority of its members. Any determination of the Committee
under the Plan may be made without notice or meeting of the Committee by a
writing signed by a majority of the Committee members.
4. Eligibility and Participation
Participants in the Plan shall be selected by the Committee from among
those officers, employees and directors of the Company and its subsidiaries, and
from among those advisors and consultants providing valuable services to the
Company and its subsidiaries, as the Committee may designate from time to time.
The Committee shall consider such factors as it deems appropriate in selecting
participants and in determining the type and amount of their respective awards.
The Committee's designation of a participant in any year shall not require the
Committee to designate such person to receive an award in any other year.
<PAGE>
5. Stock Subject to Plan
5.1 Number. Subject to adjustment as provided in Section 5.3, the total
number of shares of common stock, $.01 par value, of the Company ("Stock"),
which may be issued under the Plan shall be 810,000. The shares to be delivered
under the Plan may consist, in whole or in part, of authorized but unissued
Stock or treasury Stock. At no time during the term of the Plan shall the total
number of shares of Stock subject to outstanding options under the Plan, any
other stock option plan or any stock purchase plan, stock bonus or similar plan
of the Company in the aggregate exceed 30% of the total number of shares of
Stock of the Company outstanding on the date of the award of any option under
the Plan.
5.2 Unused Stock; Unexercised Rights. If, after the effective date of
the Plan, any shares of Stock subject to an award granted under the Plan are
forfeited or if an award otherwise terminates, expires or is canceled prior to
the delivery of all of the shares of Stock or of other consideration issuable or
payable pursuant to such award, then the number of shares of Stock counted
against the number of shares available under the Plan in connection with the
grant of such award, shall again be available for the granting of additional
awards under the Plan to the extent determined to be appropriate by the
Committee.
5.3 Adjustment in Capitalization. In the event that the Committee shall
determine that any dividend or other distribution (whether in the form of cash,
Stock, other securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Stock or other securities of the Company,
issuance of warrants or other rights to purchase Stock or other securities of
the Company, or other similar corporate transaction or event affects the Stock
such that an adjustment is determined by the Committee to be appropriate in
order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the Committee may, in such
manner as it may deem equitable, adjust any or all of: (i) the number and type
of shares of Stock subject to the Plan and which thereafter may be made the
subject of awards under the Plan; (ii) the number and type of shares of Stock
subject to outstanding awards; and (iii) the grant, purchase or exercise price
with respect to any award, or, if deemed appropriate, make provision for a cash
payment to the holder of an outstanding award; provided, however, in each case,
that with respect to awards of incentive stock options no such adjustment shall
be authorized to the extent that such authority would cause such options to
cease to be treated as incentive stock options; and provided further, however,
that the number of shares of Stock subject to any award payable or denominated
in Stock shall always be a whole number.
6. Term of the Plan
No award shall be made under the Plan after May 30, 2008. However,
unless otherwise expressly provided in the Plan or in an applicable award
agreement, any award theretofore granted may extend beyond such date and, to the
extent set forth in the Plan, the authority of the Committee to amend, alter,
adjust, suspend, discontinue or terminate any such award, or to waive any
conditions or restrictions with respect to any such award, and the authority of
the Board to amend the Plan, shall extend beyond such date.
<PAGE>
7. Stock Options
7.1 Grant of Options. Options may be granted to participants at any
time and from time to time as shall be determined by the Committee. The
Committee shall have complete discretion in determining the number, terms and
conditions of options granted to a participant. The Committee also shall
determine whether an option is to be an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), or a nonqualified stock option. If an option fails at any time to meet
the requirements for an incentive stock option under Section 422 of the Code,
such option shall be treated as a nonqualified stock option. Only individuals
who are employees of the Company or one of its subsidiaries at the time of grant
may receive grants of incentive stock options.
7.2 Exercise Price. The exercise price of each option granted under the
Plan shall be established by the Committee or shall be determined by a method
established by the Committee at the time the option is granted; except that,
unless otherwise determined by the Committee, the exercise price shall not be
less than one hundred percent (100%) of the fair market value of a share of
Stock as of the Pricing Date, as determined under Section 7.5 (the "Fair Market
Value"). For purposes of the preceding sentence, the "Pricing Date" shall be the
date on which the option is granted, except that the Committee may provide that:
(i) the Pricing Date is the date on which the recipient is hired or promoted (or
similar event) if the grant of the option occurs not more than 90 days after the
date of such hiring, promotion or other event; and (ii) if an option is granted
in tandem with, or in substitution for, an outstanding award, the Pricing Date
is the date of grant of such outstanding award. In the case of the grant of an
incentive stock option, the exercise price shall equal one hundred percent
(100%) of the Fair Market Value of a share of Stock on the date of grant;
provided, however, that if an incentive stock option is granted to any employee
who, at the time of grant, owns shares of Company stock possessing more than ten
percent (10%) of the total combined voting power of all classes of stock of the
Company (a "10% Stockholder"), the exercise price per share shall not be less
than 110% of the Fair Market Value of a share of Stock on the date of grant.
7.3 Term and Exercise of Options. Incentive stock options will be
exercisable over not more than ten (10) years after the date of grant (or five
(5) years in the case of a 10% Stockholder) and shall terminate not later than
three (3) months after termination of employment for any reason other than death
or disability, as determined by the Committee, except as otherwise provided by
the Committee. If the participant should die while employed or within three (3)
months after termination of employment, then the right of the participant's
successor in interest to exercise an incentive stock option shall terminate not
later than twelve (12) months after the date of death, except as otherwise
provided by the Committee. In all other respects, the terms of any incentive
stock option granted under the Plan shall comply with the provisions of Section
422 of the Code (or any successor provision thereto) and any regulations
promulgated thereunder. Nonqualified stock options will be exercisable as
determined by the Committee and shall terminate at such time as the Committee
shall determine and specify in the option agreement. Incentive stock options and
nonqualified stock options shall be subject to such vesting schedules (if any)
as determined by the Committee and as specified in the option agreement.
7.4 Option Agreement. Each option shall be evidenced by an option
agreement that shall specify the type of option granted, the date of grant, the
exercise price, the duration of the option, the vesting schedule (if any) for
the option, the number of shares of Stock to which the option pertains and such
other conditions and provisions as the Committee shall determine.
7.5 Fair Market Value. The Fair Market Value of a share of Stock shall
be as reasonably determined by the Committee pursuant to such methods or
procedures as shall be established from time to time by the Committee.
7.6 Payment. Subject to the following provisions of this Section 7.6,
the full exercise price for shares of Stock purchased upon the exercise of any
option shall be paid at the time of such exercise (except that, in the case of
an exercise arrangement approved by the Committee and described in
<PAGE>
clause (b) of this Section 7.6, payment may be made as soon as practicable after
the exercise). The Committee shall determine the methods and the forms for
payment of the exercise price of options, including (a) by effective receipt of
cash or, to the extent permitted by the Committee, other mature shares of the
Company (as defined by U.S. Generally Accepted Accounting Principles) having a
then Fair Market Value equal to the exercise price of such shares, or any
combination thereof; or (b) by authorizing a third party to sell shares of Stock
(or a sufficient portion of the shares) acquired upon exercise of the option and
remit to the Company a sufficient portion of the sale proceeds to pay the entire
exercise price and any tax withholding resulting from such exercise. Shares of
Stock tendered shall be duly endorsed in blank or accompanied by stock powers
duly endorsed in blank. Upon receipt of the payment of the entire exercise price
for the shares so purchased, certificates for such shares will be delivered to
the participant.
7.7 Limits on Incentive Stock Options. Each incentive stock option
shall provide that to the extent the aggregate fair market value of the Stock on
the date of grant with respect to which incentive stock options are exercisable
by a participant for the first time during any calendar year under the Plan or
any other plan of the Company exceeds $100,000, then such option as to the
excess shall be treated as a nonqualified stock option.
8. Other Awards
8.1 Other Stock-Based Awards. Other awards, valued in whole or in part
by reference to, or otherwise based on, shares of Stock, may be granted either
alone or in addition to or in conjunction with any option under the Plan in such
amounts and having such terms and conditions as the Committee may determine.
8.2 Other Benefits. The Committee may provide types of benefits under
the Plan in addition to those specifically listed if the Committee believes that
such benefits would further the purposes for which the Plan was established.
9. Transferability
Each award granted under the Plan shall be exercised only by the
participant during his lifetime and shall not be transferable other than by will
or the laws of descent and distribution, except that a participant may, to the
extent allowed by the Committee and in a manner specified by the Committee, (a)
designate in writing a beneficiary to exercise the award after the participant's
death; or (b) transfer an award. An incentive stock option shall not, in any
case, be transferable other than by will or the laws of descent and
distribution.
<PAGE>
10. Rights of Employees
Nothing in the Plan shall interfere with or limit in any way the right
of the Company and its subsidiaries to terminate any participant's employment at
any time nor confer upon any participant any right to continue in the employ of
the Company or its subsidiaries.
11. Change of Control
In order to preserve a participant's rights under an award in the event
of any sale of assets, merger, consolidation, combination or other corporate
reorganization, restructuring or change of control of the Company ("Change of
Control"), the Committee in its discretion may, at the time an award is made or
at anytime thereafter, take one or more of the following actions: (i) provide
for the acceleration of any time period relating to the exercise or realization
of the award; (ii) provide for the purchase of the award upon the participant's
request for an amount of cash or other property that could have been received
upon the exercise or realization of the award had the award been currently
exercisable or payable; (iii) adjust the terms of the award in the manner
determined by the Committee to reflect the Change of Control; (iv) cause the
award to be assumed, or new right substituted therefor, by another entity; or
(v) make such other provision as the Committee may consider equitable and in the
best interests of the Company.
Notwithstanding anything contained in this Section 11, the Committee
may, in its sole and absolute discretion, amend, modify or rescind the
provisions of this Section 11 if it determines that the operation of this
Section 11 may prevent a transaction in which the Company or any affiliate is a
party from being accounted for on a pooling-of-interests basis, or prevent the
Change of Control from receiving desired tax treatment, including without
limitation requiring that each participant shall receive a replacement or
substitute award issued by the surviving or acquiring corporation.
12. Amendment, Modification and Termination of Plan
12.1 Amendments and Termination. The Board may, at any time, amend,
alter, suspend, discontinue or terminate the Plan; provided, however, that
stockholder approval of any amendment of the Plan shall be obtained if otherwise
required by (a) the Code or any rules promulgated thereunder (in order to allow
for incentive stock options to be granted under the Plan), or (b) the listing
requirements of the principal securities exchange or market on which the Stock
is then traded (in order to maintain the listing or quotation of the Stock
thereon). To the extent permitted by applicable law, and subject to such
stockholder approval as may otherwise be required, the Committee may also amend
the Plan, provided that any such amendments shall be reported to the Board.
Termination of the Plan shall not affect the rights of participants with respect
to awards previously granted to them, and all unexpired awards shall continue in
force and effect after termination of the Plan except as they may lapse or be
terminated by their own terms and conditions. The Committee, subject to the same
stockholder approval requirements set forth above, may amend an award agreement
at any time; provided that no amendment may, in the absence of written consent
to the change by the affected participant (or, if the participant is not then
living, the affected beneficiary), adversely affect the rights of any
participant or beneficiary under any award granted under the Plan prior to the
date such amendment is adopted.
12.2 Waiver of Conditions. The Committee may, in whole or in part,
waive any conditions or other restrictions with respect to any award granted
under the Plan.
<PAGE>
13. Taxes
No later than the date as of which an amount first becomes includable
in the gross income of a participant for federal income tax purposes with
respect to any award under the Plan, the participant shall pay to the Company,
or make arrangements satisfactory to the Company regarding the payment of, any
federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. If approved by the Committee, withholding
obligations arising with respect to awards granted to participants under the
Plan may be settled with shares of Stock previously owned by the participant;
provided, however, that the participant may not settle such obligations with
Stock that is received upon exercise of the option that gives rise to the
withholding requirement. The obligations of the Company under the Plan shall be
conditioned on such payment or arrangements, and the Company and any subsidiary
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the participant. The Committee may establish
such procedures as it deems appropriate for the settling of withholding
obligations with shares of Stock.
14. Miscellaneous
14.1 Stock Transfer Restrictions.
(a) Shares of Stock purchased under the Plan may not be sold
or otherwise disposed of except (i) pursuant to an effective registration
statement under the Securities Act of 1933, as amended (the "Act"), or in a
transaction which, in the opinion of counsel for the Company, is exempt from
registration under the Act; and (ii) in compliance with state securities laws.
Further, as a condition to issuance of any shares of Stock under the Plan, the
participant or his heirs, legatees or legal representatives, as the case may be,
may be required to execute and deliver to the Company a restrictive stock
transfer agreement in such form, and subject to such terms and provisions, as
shall be reasonably determined or approved by the Committee, which agreement,
among other things, may impose certain restrictions on the sale or other
disposition of any shares of Stock acquired under the Plan. The Committee may
waive the foregoing restrictions, in whole or in part, in any particular case or
cases or may terminate such restrictions whenever the Committee determines that
such restrictions afford no substantial benefit to the Company.
(b) All certificates for shares delivered under the Plan
pursuant to any award or the exercise thereof shall be subject to such stock
transfer orders and other restrictions as the Committee may deem advisable under
the Plan or any applicable restrictive stock transfer agreement and any
applicable federal or state securities laws, and the Committee may cause a
legend or legends to be put on any such certificates to make appropriate
references to such restrictions.
14.2 Other Provisions. The grant of any award under the Plan may also
be subject to other provisions (whether or not applicable to the benefit awarded
to any other participant) as the Committee determines appropriate, including,
without limitation, provisions for (a) the participant's agreement to abide by
any restrictions as specified in the participant's award agreement; (b) one or
more means to enable participants to defer recognition of taxable income
relating to awards or cash payments derived therefrom; (c) the purchase of Stock
under options in installments; or (d) the financing of the purchase of Stock
under the options in the form of a promissory note issued to the Company by a
participant on such terms and conditions as the Committee determines.
14.3 Award Agreement. No person shall have any rights under any award
granted under the Plan unless and until the Company and the participant to whom
the award was granted shall have executed an award agreement in such form as
shall have been approved by the Committee.
14.4 No Fractional Shares. No fractional shares or other securities
shall be issued or delivered pursuant to the Plan, and the Committee shall
determine (except as otherwise provided in the Plan) whether cash, other
securities or other property shall be paid or transferred in lieu of any
fractional shares
<PAGE>
or other securities, or whether such fractional shares or other securities or
any rights thereto shall be canceled, terminated or otherwise eliminated.
15. Legal Construction
15.1 Requirements of Law. The granting of awards under the Plan and the
issuance of shares of Stock in connection with an award, shall be subject to all
applicable laws, rules and regulations, and to such approvals by any
governmental agencies or national securities exchanges as may be required. To
the extent required by applicable law, the Company will provide to participants,
within a reasonable period of time after the end of each fiscal year of the
Company, a copy of the financial statements of the Company for the year, in such
form as shall be determined by the Board.
15.2 Governing Law. The Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the State of
California.
15.3 Severability. If any provision of the Plan or any award agreement
or any award is or becomes or is deemed to be invalid, illegal or unenforceable
in any jurisdiction, or as to any person or option, or would disqualify the
Plan, any award agreement or any award under any law deemed applicable by the
Committee, such provision shall be construed or deemed amended to conform to
applicable laws, or if it cannot be so construed or deemed amended without, in
the determination of the Committee, materially altering the intent of the Plan,
any award agreement or the award, such provision shall be stricken as to such
jurisdiction, person or award, and the remainder of the Plan, any such award
agreement and any such award shall remain in full force and effect.
Exhibit 5
Foley & Lardner
402 West Broadway, Suite 2300
San Diego, California 92101
619-234-6655
Fax 619 234-3510
June 28, 1999
U. S. Laboratories Inc.
7895 Convoy Court, Suite 18
San Diego, California 92111
Ladies and Gentlemen:
We have acted as counsel for U. S. Laboratories Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a Form S-8
Registration Statement (the "Registration Statement") to be filed by the Company
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Securities Act"), relating to 310,000 additional shares of the
Company's Common Stock, $.01 par value per share (the "Common Stock"), which may
be issued or acquired pursuant to the Company's 1998 Stock Option Plan (the
"Plan").
In this regard, we have examined: (a) the Plan; (b) a signed copy of
the Registration Statement; (c) the Company's Amended and Restated Articles of
Incorporation and Bylaws, as amended to date; (d) resolutions of the Company's
Board of Directors relating to the Plan; and (e) such other documents and
records as we have deemed necessary to enable us to render this opinion.
Based upon the foregoing, we are of the opinion that:
The Company is a corporation validly existing under the laws of the State of
Delaware.
The shares of Common Stock, when issued by the Company in the manner
contemplated in the Plan, will be validly issued, fully paid and non-assessable.
We consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Securities Act or within the category of
persons whose consent is required by Section 7 of the Securities Act.
Yours truly,
/S/ Foley & Lardner
FOLEY & LARDNER
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the use in this Registration Statement on Form S-8 (No.
333-78707) of our report, dated April 7, 1999, relating to the consolidated
financial statements of U.S. Laboratories Inc. and subsidiaries, included in the
1998 Annual Report of Shareholders and incorporated by reference in the Annual
Report on Form 10-KSB for the years ended December 31, 1998 and 1997. We also
consent to the reference to our Firm under the caption "Experts" in the
aforementioned Registration Statement
SINGER LEWAK GREENBAUM & GOLDSTEIN LLP
Los Angeles, California
July 16, 1999
