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Registration No. 333-
As filed with the Securities and Exchange Commission on December
23, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MEDICAL RESOURCES, INC.
Delaware 13-1594552
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
William D. Farrell
President and Chief
155 State Street, Operating Officer
Hackensack, New Jersey 07601 155 State Street,
(210) 488-6230 Hackensack, New Jersey 07601
(210) 488-6230
(Address, including zip code and (Address, including zip
telephone number, including area code, of registrant's
executive offices) principal code and
telephone number, including
area code, of agent for
service)
Copies of communications to:
STEPHEN M. DAVIS, ESQ.
Werbel & Carnelutti
A Professional Corporation
711 Fifth Avenue
New York, New York 10022
(212) 832-8300
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
From time to time after 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. / / <PAGE>
<PAGE>
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, as amended (the
"Securities Act") other than securities offered only in
connection with dividend or interest reinvestment plans, 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
Title of Each Class
of Securities
to be Registered Common Stock, $.01 par value
Amount to be
Registered 533,175 Shares
Proposed Maximum
Offering Price (1) $11.125
Proposed Maximum
Aggregate Price (1) $5,931,572
Amount of
Registration Fee $2,046
(1) Estimated solely for the purpose or calculating the
registration fee in accordance with Rule 457 under the Securities
Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE
UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH
SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL
THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.
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SUBJECT TO COMPLETION, DATED DECEMBER 23, 1996
Prospectus 533,175 Shares
MEDICAL RESOURCES, INC.
Common Stock ($.01 Par Value)
The shares offered hereby (the "Shares") consist of 533,175
shares of common stock, par value $.01 per share (the "Common
Stock"), of Medical Resources, Inc., a Delaware corporation (the
"Company"). The Shares may be offered from time to time by a
certain stockholder (the "Selling Stockholder") identified
herein. See "Selling Stockholder and Plan of Distribution." The
Company will not receive any part of the proceeds from the sales
of the Shares. All expenses of registration incurred in
connection herewith are being borne by the Company, but all
selling and other expenses incurred by the Selling Stockholder
will be borne by the Selling Stockholder.
The Selling Stockholder has not advised the Company of any
specific plans for the distribution of the Shares covered by this
Prospectus, but it is anticipated that the Shares will be sold
from time to time primarily in transactions (which may include
block transactions) on the National Association of Securities
Dealers Automated Quotation (NASDAQ) System at the market price
then prevailing or at prices related to prevailing prices,
although sales may also be made in negotiated transactions at
negotiated prices or otherwise. See "Selling Stockholder and
Plan of Distribution."
The Company's Common Stock is traded and quoted on the
Nasdaq National Market under the symbol MRII. On December 18,
1996, the closing sale price of the Common Stock was $11.00 per
share.
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. SEE RISK FACTORS ON PAGES 5-12.
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.
The date of this Prospectus is December __, 1996
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No dealer, salesperson or other person has been
authorized to give any information or to make any
representations, other than those contained or incorporated by
reference in this Prospectus, in connection with the offering
contained herein and, if given or made, such information must not
be relied upon as having been authorized by the Company or the
Selling Stockholder. This Prospectus does not constitute an
offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to
whom it is unlawful to make such offer in such jurisdiction.
Neither the delivery of this Prospectus nor any sale made
hereunder shall under any circumstances create any implication
that there has been no change in the affairs of the Company since
the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational
requirements of the Securities and Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files
reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such
reports, proxy and information statements filed by the Company
may be inspected and copied at the Public Reference Section of
the Commission at 450 Fifth Street, N.W. Washington, D.C. 20549,
and at the Commission's Regional Offices at 7 World Trade Center,
13th Floor, New York, New York 10048 and Northwestern Atrium
Center, 500 West Madison Street, Suite 1400, Chicago, Illinois
60661-2511. Copies of such material can also be obtained from
the Public Reference Section of the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street N.W., Washington D.C. 20549 at
prescribed rates. The Commission maintains a Web site that
contains reports, proxy and information statements and other
information regarding the Company; the address of such site is
http://www.sec.gov.
The Company has filed with the Commission a
Registration Statement on Form S-3 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the
"Act"), with respect to the Common Stock offered hereby.<PAGE>
<PAGE>
This Prospectus, which constitutes a part of the Registration
Statement, 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.
Copies of the Registration Statement, including all exhibits
thereto, may be obtained from the Commission's principal office
in Washington D.C. upon payment of the fees prescribed by the
Commission or may be examined without charge at the offices of
the Commission as described above.
The Company's securities are quoted on the Nasdaq
National Market. Reports and other information about the Company
may be inspected at the offices maintained by the National
Association of Securities Dealers, Inc., NASDAQ Reports Section,
1735 K Street, N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed
by the Company with the Commission are incorporated by reference
in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995 (the "1995 10-K") which contains
consolidated financial statements of the Company and certain
other information regarding the Company.
(b) The Company's Quarterly Report on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30,
1996.
(c) The Company's Current Reports on Form 8-K dated January 9,
1996, April 30, 1996, May 20, 1996, September 13, 1996 and
November 25, 1996.
(d) The Company's Current Reports on Form 8-K/A dated January
29, 1996, March 19, 1996, July 19, 1996 and September 30, 1996.
(e) The Company's Registration Statement on Form 10 filed under
the Exchange Act, File No. 0-20440, which contains a description
of the Company's Common Stock.
(f) The description of certain rights attaching to the Common
Stock to purchase Series C Junior Participating Preferred Stock
contained in the Company's Registration Statement on Form 8-A,
filed with the Commission on September 13, 1996.
(g) All other reports pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the Company's fiscal year ended
December 31, 1995.
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Each document filed subsequent to the date of this
Prospectus by the Company pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities
remaining unsold, shall be deemed to be incorporated by reference
herein and to be a part hereof from the date of the filing of
such reports and documents. Any statement contained in a
document, all or a portion of which is incorporated by reference
herein, shall be deemed to be modified or superseded for purposes
of this Prospectus to the extent that a statement contained or
incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part
of this Prospectus.
The Company hereby undertakes to provide without charge
to each person to whom a copy of this Prospectus has been
delivered, upon the written or oral request of any such person, a
copy of any or all such documents which are incorporated herein
by reference (other than exhibits to such documents unless such
exhibits are specifically incorporated by reference into the
documents that this Prospectus incorporates). Written or oral
requests for copies should be directed to: Investor Relations,
Medical Resources, Inc., 155 State Street, Hackensack, New
Jersey, 07601, telephone number: 201/488-6230.
THE COMPANY
The Company specializes in the operation, management
and acquisition of diagnostic imaging centers. The Company
currently operates 39 outpatient diagnostic imaging centers
located in the Northeast (21), Florida (12) and the Chicago area
(6) and provides network management services to managed care
organizations. The Company is rapidly growing and has increased
the number of diagnostic imaging centers it operates from 11 at
December 31, 1995 to 38 at November 30, 1996 through
acquisitions, including 18 imaging centers resulting from the
Company's acquisition (the "NMR Acquisition") on August 30, 1996
of NMR of America, Inc. ("NMR"). In addition, through the Per
Diem and Travel Nursing divisions of its wholly-owned subsidiary,
StarMed Staffing, Inc. ("StarMed"), the Company provides
temporary healthcare staffing to acute and sub-acute care
facilities nationwide.
The Company's diagnostic imaging centers provide
diagnostic imaging services to patients referred by physicians in
a comfortable, service-oriented environment located in an
outpatient setting. At each of its centers, the Company provides
management, administrative, marketing and technical services, as
well as equipment and facilities, to physicians who interpret
scans performed on patients. Medical services are provided by
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board-certified interpreting physicians, generally radiologists,
with whom the Company typically enters into contracts.
Of the Company's 39 centers, 37 provide magnetic resonance
imaging, which accounts for a majority of the Company's revenues.
Many of the Company's centers also provide some or all of the
following services: computerized tomography, ultrasound, nuclear
medicine, general radiology and fluoroscopy and mammography.
The Company was incorporated in Delaware in August 1990 and
has its principal executive offices at 155 State Street,
Hackensack, New Jersey 07601 (telephone no.: (201) 488-6230).
Prior to the Company's incorporation, the Company's operations,
which commenced in 1979, were conducted by subsidiary
corporations.
RISK FACTORS
In addition to the other information contained or
incorporated by reference in this Prospectus, prospective
investors should carefully consider the following matters in
evaluating the Company and its business before purchasing the
shares of Common Stock offered hereby.
Acquisition Strategy; Management of Growth
One of the Company's key objectives is to continue to
acquire diagnostic imaging centers and temporary healthcare
staffing businesses and integrate them into the Company's
operations. Successfully accomplishing this goal depends upon a
number of factors, including the Company's ability to find
suitable acquisition candidates, negotiate acquisitions on
acceptable terms, obtain necessary financing on acceptable terms,
retain key personnel of the acquired entities, hire and train
other competent managers, and effectively and profitably
integrate the operations of the acquired businesses into the
Company's existing operations. The process of integrating
acquired businesses, including NMR, may require a significant
amount of resources and management attention which will
temporarily detract from attention to the day-to-day business of
the Company and may be prolonged due to unforeseen circumstances.
The Company's ability to manage its growth effectively will
require it to continue to improve its operational, financial and
management information systems and controls, and to attract,
retain, motivate and manage employees effectively. The failure
of the Company to manage growth in its business effectively would
have a material adverse effect on its results of operations.
Future acquisitions may be financed through the incurrence of
additional indebtedness or the issuance of equity securities.
The issuance by the Company of additional Common Stock in
connection with acquisitions could be dilutive to Company
stockholders. Competition for suitable acquisition candidates is
expected to be intense and, in addition to local hospital and
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physician groups, to include regional and national diagnostic
imaging service companies, regional and national staffing
companies and other medical services companies, many of which
have greater financial resources than the Company. The Company
may also pursue the development of new centers. New centers may
incur significant operating losses during their development
stages, and could materially adversely affect the Company's
operating results and financial condition.
The Company has recently entered into four letters of
intent relating to the potential acquisition of five imaging
centers located in the Northeast, one imaging center in Florida
and one imaging center in a new geographic region. In addition,
the Company has entered into two letters of intent to acquire two
per diem healthcare staffing businesses located in Michigan and
California. The proposed acquisitions are subject to numerous
conditions, including the Company's satisfaction with its due
diligence investigations and the negotiation and execution of
definitive documentation; thus, there can be no assurance that
the Company will complete any of the proposed acquisitions.
Limitations and Delays in Reimbursement
Third-party payors, including Medicare, Medicaid,
managed care/HMO providers and certain commercial payors have
taken extensive steps to contain or reduce the costs of
healthcare. In certain areas, the payors are subject to
regulations which limit the amount of payments. Discussions
within the Federal government regarding national healthcare
reform are emphasizing containment of healthcare costs. In
addition, certain managed care organizations have negotiated
capitated payment arrangements for imaging services. Under
capitation, diagnostic imaging service providers are compensated
using a fixed rate per member of the managed care organization
regardless of the total cost of rendering diagnostic services to
the members. Services provided under these contracts are
expected to become an increasingly significant part of the
Company's business. The inability of the Company to properly
manage the administration of capitated contracts could materially
adversely effect the Company. Although patients are ultimately
responsible for payment for services rendered, substantially all
of the Company's imaging centers' revenues are derived from
third-party payors. Successful reduction of reimbursement
amounts and rates, changes in services covered, delays or denials
of reimbursement claims, negotiated or discounted pricing and
other similar measures could materially adversely affect the
Company's respective imaging centers' revenues, profitability and
cash flow.
The Company's management believes that reimbursement
rates will continue to decline due to factors such as the
expansion of managed care providers and continued national
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healthcare reform efforts. The Company enters into contractual
arrangements with managed care organizations which, due to the
size of their membership, are able to command reduced rates for
services. These agreements are expected to increase the number
of procedures performed due to the additional referrals from
these managed care arrangements. However, there can be no
assurance that the increased volume of procedures associated with
these contractual arrangements will offset the reduction in
reimbursement rate per procedure.
In addition, during 1995 approximately 22.1% of the
Company's net service revenues from imaging centers (18.5% pro
forma for the NMR Acquisition) were derived through physicians
providing imaging services to patients involved in personal
injury claims. Receivables relating to personal injury claims
require more extensive documentation than other procedures. In
addition, those individuals with obligations to the Company in
excess of insurance coverage or those who do not have insurance
coverage tend to delay payment until legal claims are resolved,
which may result in significant collection delays. Due to the
greater complexity in processing receivables relating to personal
injury claims, as well as increased information requirements from
third-party payors, such receivables typically require a longer
period of time to collect compared to other receivables and, in
the experience of the Company, incur a higher bad debt expense.
The Company believes that providing imaging services to patients
involved in personal injury claims is an attractive revenue
source because of the higher reimbursement rates typically
realized in such cases as compared to payors such as Medicare,
Medicaid and managed care providers. Therefore, the Company
expects new centers which it has recently acquired, including
NMR's centers, and centers which it may acquire in the future to
target actively such personal injury cases, which may increase
such centers' bad debt expense levels. Significant delays in the
collection or the inability to collect receivables relating to
personal injury claims could have an adverse effect on the
Company's diagnostic imaging operations.
Restrictions Imposed by Government Regulation
The healthcare industry is highly regulated. The
ownership, construction, operation, expansion and acquisition of
outpatient diagnostic imaging centers are subject to various
federal and state laws, regulations and approvals concerning such
matters as physician referrals, licensing of facilities and
personnel, and Certificates of Need and other required
certificates for certain types of healthcare facilities and major
medical equipment. Among other penalties, violations of these
laws can result in the shutdown of a company's facilities and
loss of Medicare and Medicaid reimbursement. The Federal
Anti-Kickback Act of 1977, as amended (the "Anti-Kickback Act")
<PAGE>
prohibits the offer, payment, solicitation or receipt of any form
of remuneration in return for referring Medicare or Medicaid
patients or purchasing, leasing, ordering or arranging for any
item or service that is covered by Medicare or Medicaid. The law
provides several penalties for engaging in prohibited acts,
including criminal sanctions and exclusion from the Medicare and
Medicaid programs. Although the Company does not believe that it
is operating in violation of this law, the scope of the law
remains somewhat unclear and there is no assurance that the
Company would prevail in its position. In addition, in 1991 and
subsequently, the Office of the Inspector General of the
Department of Health and Human Services promulgated "safe harbor"
regulations specifying activities that will be protected from
criminal and civil investigation and prosecution under the
Anti-Kickback Act. The Office of the Inspector General has
stated that failure to satisfy the conditions of an applicable
"safe harbor" does not necessarily indicate that the arrangement
in question violates the Anti-Kickback Act, but means that the
arrangement is not among those that the "safe harbor" regulations
protect from criminal and civil investigation and prosecution
under that law. The finding of a violation must still be
determined based upon the precise language of the Anti-Kickback
Act.
The Federal Omnibus Budget Reconciliation Act of 1989,
as amended by the Federal Omnibus Budget Reconciliation Act of
1933 contains provisions that, unless an exception applies,
restrict physicians from making referrals to, among others,
providers of MR and other radiological services for services to
be rendered to Medicare or Medicaid patients in which the
physicians have a "financial relationship" or an ownership
interest or with which they have a compensation arrangement (the
so-called "Stark Law"). The Stark Law provides exceptions for
certain types of employment and contractual relationships. The
Company believes that it is in compliance with the Stark Law, but
there is no assurance that the Company will prevail in its
position if challenged.
The State of Florida also enacted in 1992 an
anti-kickback statute substantially similar in scope to the
Anti-Kickback Act. Although the Company does not believe that it
is operating in violation of this law, as with its Federal
counterpart, the scope of the Florida law remains unclear and
there is no assurance that the Company would prevail in its
position.
The States of Florida, Illinois, New Jersey, New York,
Maryland and Pennsylvania in which the Company currently operates
centers have enacted laws that restrict or prohibit physicians
from referring patients to healthcare facilities in which such
physicians have a financial interest. Although the Company does
not believe that these laws will have a material adverse effect
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on its operations in these states, there is no assurance that
these laws will not be interpreted or applied in such a way as to
create such a material adverse effect, or that these states, or
other states in which the Company does business, will not adopt
similar or more restrictive laws or regulations that could have
such a material adverse effect.
All states where the Company has imaging centers have
enacted Certificate of Need laws to facilitate healthcare
planning by placing limitations on the purchase of certain major
medical equipment and certain other capital expenditures. These
statutes, together with their implementing regulations, could
limit the Company's ability to acquire new imaging equipment or
expand or replace its equipment at existing centers, and no
assurances can be given that the required regulatory approvals
for any future acquisitions, expansions or replacements will be
granted to the Company.
The Company continues to review all aspects of its
operations and believes that it complies in all material respects
with applicable provisions of the Anti-Kickback Act, the Stark
Law and applicable state laws governing fraud and abuse as well
as licensing and certification, although because of the broad and
sometimes vague nature of these laws and requirements, there can
be no assurance that an enforcement action will not be brought
against the Company or that the Company will not be found to be
in violation of one or more of these regulatory provisions.
Further, there can be no assurance that new laws or regulations
will not be enacted, or existing laws or regulations interpreted
or applied in the future in such a way as to have a material
adverse impact on the Company, or that Federal or state
governments will not impose additional restrictions upon all or a
portion of the Company's activities, which might adversely affect
the Company's business.
Significant Long-Term Debt, Including Capitalized Lease
Obligations
The Company has significant outstanding debt, including
capitalized lease obligations relating to equipment at its
centers. At September 30, 1996, the Company's long-term debt,
excluding current maturities, was approximately $31,838,000, of
which capitalized lease indebtedness was approximately
$9,266,000. The Company has financed the acquisition of
substantially all of the diagnostic imaging equipment used at its
centers (typically with terms ranging from five to seven years)
from lenders and lessors, with the equipment and other assets
serving as collateral for the loans. Substantially all of the
Company's assets have been pledged as collateral for its
capitalized lease obligations, as well as other indebtedness. In
certain cases, the center leasing the equipment and the
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subsidiary which operates the center are the only obligors under
the capitalized leases. A default under an equipment lease or
certain other indebtedness of the Company could materially
adversely affect the operations of the Company.
Competition; Reliance on Referrals
The outpatient diagnostic imaging industry is highly
competitive. Competition focuses primarily on attracting
physician referrals, including referrals through relationships
with managed care organizations, at the local market level. The
Company believes that principal competitors in each of its
markets are hospitals and independent or management company owned
imaging centers, some of which are owned with physician
investors. Some of these competitors have greater financial and
other resources than the Company. Principal competitive factors
include facility location, type and quality of equipment, quality
and timeliness of test results, ability to develop and maintain
relationships with referring physicians, convenience of
scheduling and availability of patient appointment times and the
pricing of services. Competition for physician referrals can
also be affected by the ownership or affiliation of competing
centers or hospitals, with certain of the Company's competitors
having historically derived a significant portion of their
revenues from referrals by physicians who are also investors and
have a financial interest in, or are otherwise affiliated with,
the competing center or hospital. In addition, managed care has
affected the availability of referrals by approving only a
certain number of centers in a given geographic region.
The temporary healthcare staffing business is also very
competitive. StarMed competes for clients' business with other
providers of travel nurse temporary staffing and with other
staffing companies that provide per diem staffing services.
StarMed also competes for the limited number of available
qualified staff. StarMed competes with several companies which
are larger and may possess greater financial and other resources.
Potential Adverse Effect of Restrictions on Unlicensed Practice
of Medicine
Diagnostic imaging centers are subject to laws
prohibiting the practice of medicine by non-physicians and the
rebate or division of fees between physicians and non-physicians.
Professional radiology services are performed at the Company's
centers by licensed physicians under contract with a medical
professional corporation, while the Company provides the imaging
equipment, technical employees and administrative functions.
Although the Company believes that it is in compliance with
relevant existing laws, there can be no assurance that state
authorities or others may not challenge this structure as
involving the Company in the unlawful practice of medicine.
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Dependence on Qualified Interpreting Physicians
The Company's strategy of maintaining the high quality
of its services is dependent upon its ability to obtain and
maintain arrangements with qualified interpreting physicians at
each of its centers. No assurance can be given that the
Company's contractual arrangements with interpreting physician
groups at each of the Company's centers can be maintained on
terms advantageous to the Company. No assurance can be given
that the interpreting physicians with whom the Company has
contracts will perform satisfactorily or continue to practice in
the markets served by its imaging centers. In addition, with
respect to the development of new centers, there can be no
assurance that arrangements can be entered into with interpreting
physicians on acceptable terms or that such physicians will be
successful in such centers. The Company's success is
significantly dependent on the ability of these physicians to
attract patient referrals, thereby enabling the Company's centers
to operate profitably. The inability of these physicians to
attract sufficient referrals could have a material adverse effect
on the Company's financial condition and operating results.
Technological Obsolescence
There have been rapid technological advancements made
in the software and, to a lesser extent, hardware in the
diagnostic imaging industry. Although the Company believes that
its equipment can generally be upgraded as necessary, the
development of new technologies or refinements of existing
technologies might make existing equipment technologically or
economically obsolete. If such obsolescence were to occur, the
Company may be compelled to acquire new equipment, which could
have a material adverse effect on its earnings and cash flow. In
addition, certain of the Company's centers compete against local
centers which contain more advanced imaging equipment or provide
additional modalities.
Liability Claims and Insurance
Although the Company provides administrative and
technical services and is not engaged in the practice of
medicine, the diagnostic imaging and temporary staffing
businesses entail the risk of professional liability claims. The
Company's exposure to such liability is reduced for its imaging
centers because interpreting physicians are required to carry
their own medical malpractice insurance. Similarly, the
Company's nursing personnel perform services in accordance with
treatments prescribed by third-party physicians or under hospital
supervision. Nevertheless, the Company maintains general
liability insurance and professional liability insurance for both
its diagnostic imaging business and its temporary staffing
business in amounts deemed adequate by management of the Company.<PAGE>
<PAGE>
There can be no assurance, however, that potential claims will
not exceed the coverage limits or that, in the future, such
insurance will be available.
Anticipated Losses from Certain Centers
In connection with the NMR Acquisition, the Company
acquired centers in Bel Air, Maryland and Elgin, Illinois. To
date, these centers have generated significant losses. For the
fiscal year ended March 31, 1996, NMR incurred net losses
amounting to approximately $359,000 and $136,000, respectively,
relating to the operations of the Bel Air, Maryland and Elgin,
Illinois centers. The Elgin, Illinois center was closed on
October 31, 1996, and the Company expects to incur a loss of
approximately $200,000 as a result of such closure, for which
sufficient accruals were established in conjunction with the NMR
Acquisition. In addition to NMR's initial capital contributions
and subsequent working capital advances, the Company continues to
advance working capital to fund the operations of the Bel Air,
Maryland center and cannot determine if or when this center will
become profitable, or if or when these advances will be repaid.
As of September 30, 1996, the total amount of working capital
advances, including accrued but unpaid interest thereon, made to
the Bel Air, Maryland center amounted to approximately
$3,059,000. The Company presently intends to close the Bel Air,
Maryland center due to its historical and anticipated future
operating losses. However, the Company will evaluate other
disposition alternatives for the center, including a sale, joint
venture or other transaction, in the event such market
opportunities are presented to the Company. The Company expects
to incur a loss of approximately $1,400,000 upon the closure of
such center, although there can be no assurance of the timing of
such closure or that the actual costs will not exceed such
amount. The Company has accrued such amount in its financial
statements incorporated herein by reference.
Shares Available for Future Sale;
Possible Adverse Effect of Outstanding Derivative Securities
As of November 30, 1996, there were approximately
14,147,317 shares of Common Stock held by non-affiliates of the
Company that are able to trade without restriction. In addition,
as of such date, 4,551,279 shares of Common Stock were issuable
upon exercise or conversion of presently outstanding options,
warrants or convertible securities of the Company ("Derivative
Securities"). The exercise or conversion of a substantial amount
of the Derivative Securities could adversely affect the market
price of Common Stock due to the large number of shares issuable
upon exercise or conversion of such securities.<PAGE>
<PAGE>
In addition, so long as such securities remain outstanding, the
market price of Common Stock and the terms under which the
Company might obtain additional equity capital may be materially
and adversely affected. Any sales of substantial amounts of
Common Stock in the open market could have an adverse effect on
the market price of the Common Stock. The possibility that
substantial amounts of Common Stock may be sold in the public
market may adversely affect prevailing market prices and,
therefore, could impair the Company's ability to raise capital
through the sale of equity securities.
Absence of Dividends
The Company has never paid cash dividends and has no
present plans to pay cash dividends to its stockholders and, for
the foreseeable future, intends to retain all of its earnings, if
any, for use in its business. The declaration of any future
dividends by the Company is within the discretion of its Board of
Directors and will be dependent on the earnings, financial
condition and capital requirements of the Company, as well as any
other factors deemed relevant by its Board of Directors.
Certain Anti-Takeover Measures
Certain provisions of the Company's Certificate of
Incorporation, as well as Delaware corporate law and the
Company's Stockholder Rights Plan (the "Rights Plan"), may be
deemed to have anti-takeover effects and may delay, defer or
prevent a takeover attempt that a stockholder might consider in
its best interest. Such provisions also may adversely affect
prevailing market prices for the Common Stock. Certain of such
provisions allow the Company's Board of Directors to issue,
without additional stockholder approval, preferred stock having
rights senior to those of the Common Stock. In addition, the
Company is subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which prohibits the
Company from engaging in a "business combination" with an
"interested stockholder" for a period of three years after the
date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a
prescribed matter. In September 1996, the Company adopted the
Rights Plan, pursuant to which holders of the Common Stock
received a distribution of rights to purchase additional shares
of Common Stock, which rights become exercisable upon the
occurrence of certain events.
<PAGE>
<PAGE>
Volatility of Stock Price
The market price of the Common Stock has been and may
continue to be volatile. Recently, the stock market in general
and the shares of healthcare and diagnostic imaging services
companies in particular have experienced significant price
fluctuations. These broad market and industry fluctuations may
adversely affect the market price of the Common Stock. Factors
such as quarterly fluctuations in results of operations, the
timing and terms of future acquisitions and general conditions in
the healthcare industry may have a significant impact on the
market price of the Common Stock.
Sales by Selling Stockholder
All of the Shares being offered hereby are offered
solely by the Selling Stockholder who is not restricted as to the
prices at which it may sell the Shares. Shares sold below the
then current level at which the shares of Common Stock are
trading may adversely affect the market price of the Common
Stock.
RECENT DEVELOPMENTS
On December 16, 1996, the Company, through its wholly-
owned subsidiary, Newark Resources, Inc. ("Sub"), consummated the
acquisition (the "Acquisition") of the business assets of NMR
Associates 1983-I, Ltd., a Texas limited partnership ("Seller")
consisting primarily of a diagnostic imaging center located in
Newark, New Jersey. The Acquisition was consummated pursuant to
an Asset Purchase Agreement (the "Agreement") dated as of
November 1, 1996 by and among the Company, Sub, Seller and TME
Texas, Inc. Pursuant to the Agreement, Sub acquired
substantially all of the business assets of the Seller for
$400,000 payable in a combination of cash and shares of Common
Stock.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the Shares by the Selling Stockholder.
SELLING STOCKHOLDER AND PLAN OF DISTRIBUTION
The Shares offered hereby consist of 533,175 shares of
Common Stock which are issuable in connection with the Company's
acquisition (the "Acquisition") of the business assets of Belle-
Meade MRI Imaging Corp., 1101 Imaging Corp, and RGB Management
Corp., each a New York corporation (collectively, the
"Corporations"), comprised primarily of two diagnostic imaging
centers located in Garden City, New York and Smithaven, New York.
<PAGE>
<PAGE>
The Acquisition was consummated on November 25, 1996 pursuant to
an Asset Purchase Agreement (the "Agreement") dated as of
November 13, 1996 by and among the Company, Smith Garden
Resources, Inc., a wholly-owned subsidiary of the Company
("Sub"), the Corporations and the controlling stockholders of the
Corporations. Pursuant to the Agreement, Sub acquired
substantially all of the business assets of the Corporations for
a combination of $1,900,000 cash divided among the Corporations
and a $4,500,000 convertible promissory note due January 9, 1997
(the "Note") issued to RGB Management Corp. (the "Selling
Stockholder"). The Note is automatically convertible in
accordance with its terms into 533,175 shares of Common Stock
which constitute the Shares being offered hereby. The Shares
being offered hereby constitute the only shares of Common Stock
beneficially owned by the Selling Stockholder which, prior to the
Acquisition, had no other relationship to the Company.
The Selling Stockholder may sell some or all of the
Shares in transactions involving broker/dealers, who may act as
agent or acquire the Shares as principal. Any broker/dealer
participating in such transactions as agent may receive a
commission from the Selling Stockholder (and, if they act as
agent for the purchaser of such Shares, from such purchaser).
Usual and customary brokerage fees will be paid by the Selling
Stockholder. Broker/dealers may agree with the Selling
Stockholder to sell a specified number of Shares at a stipulated
price per Share and, to the extent such broker/dealer is unable
to do so acting as agent for the Selling Stockholder, to purchase
as principal any unsold Shares at the price required to fulfill
the respective broker/dealer's commitment to the Selling
Stockholder. Broker/dealers who acquire Shares as principals may
thereafter resell such Shares from time to time in transactions
(which may involve cross and block transactions and which may
involve sales to and through other broker/dealers, including
transactions of the nature described above) in the over-the-
counter market, in negotiated transactions or otherwise, at
market prices prevailing at the time of sale or at negotiated
prices, and in connection which such resales may pay to or
receive commissions from the purchasers of such Shares. The
Selling Stockholder also may sell some or all of the Shares
directly to purchasers without the assistance of any
broker/dealer.
Pursuant to the Agreement, the Company is bearing all
costs relating to the registration of the Shares, provided that,
any commissions or other fees payable to broker/dealers in
connection with any sale of the Shares will be borne by the
Selling Stockholder or other party selling such Shares.
<PAGE>
<PAGE>
The Selling Stockholder must comply with the
requirements of the Act and the Exchange Act and the rules and
regulations thereunder in the offer and sale of the Shares. In
particular, during such times as the Selling Stockholder may be
deemed to be engaged in a distribution of the Common Stock, and
therefore be deemed to be an underwriter under the Act, it must
comply with Rules 10b-6 and 10b-7 under the Exchange Act, as
amended, and will, among other things:
(a) not engage in any stabilization activities in
connection with the Company's securities;
(b) furnish each broker/dealer through which Shares may be
offered such copies of this Prospectus, as amended from time to
time, as may be required by such broker/dealer; and
(c) not bid for or purchase any securities of the Company
or attempt to induce any person to purchase any securities of the
Company other than as permitted under the Exchange Act.
LEGAL MATTERS
The validity of the shares of the Company's Common
Stock offered hereby will be passed upon for the Company by
Werbel & Carnelutti, A Professional Corporation, New York, New
York. Stephen M. Davis, a partner of Werbel & Carnelutti,
beneficially owns 33,387 shares of Common Stock.
EXPERTS
The consolidated financial statements of the Company at
December 31, 1995 and 1994, and for the years then ended and
incorporated by reference in this Prospectus and Registration
Statement, have been audited by Ernst & Young LLP, independent
auditors as set forth in their report thereon and incorporated by
reference herein which, as to the year ended December 31, 1994,
is based in part on the reports of Dixon, Odom & Co., L.L.P.,
independent auditors, and Kempisty & Company, Certified Public
Accountants, P.C., independent auditors. The consolidated
financial statements referred to above are incorporated by
reference herein in reliance upon such reports given upon the
authority of such firms as experts in accounting and auditing.
The consolidated financial statements and schedule of
the Company for the year ended December 31, 1993 incorporated by
reference in this Prospectus and Registration Statement have been
audited, as to combination only, by Ernst & Young LLP,
independent auditors, as set forth in their report thereon and
incorporated by reference herein. The consolidated financial
statements of the Company for the year ended December 31, 1993,
prior to their restatement for the acquisition of StarMed
Staffing, LP<PAGE>
<PAGE>
in 1994 in a transaction accounted for as a pooling of interests
and prior to their restatement for the 1995 reorganization, in
which Kik Kin L.P. and Maternity Retail Partners, L.P.,
affiliated companies, became subsidiaries of the Company in a
transaction accounted for in a manner similar to a pooling of
interests, have been audited by Price Waterhouse LLP, independent
auditors, as set forth in their report thereon and incorporated
by reference herein. The financial statements of StarMed
Staffing, LP for the year ended December 31, 1993, Kik Kin L.P.
for the year ended January 1, 1994 and Maternity Retail Partners,
L.P. for the year ended January 30, 1994 have been audited by
Ernst & Young LLP, Dixon Odom & Co., L.L.P., and Kempisty &
Company, Certified Public Accountants, P.C., independent auditors
respectively, as set forth in their reports thereon incorporated
by reference herein. The consolidated financial statements and
schedule of the Company for the year ended December 31, 1993
referred to above are incorporated by reference herein in
reliance upon such reports given upon the authority of such firms
as experts in accounting and auditing.
The financial statements of NurseCare Plus, Inc. at
December 31, 1995 and 1994 and for each of the three years in the
period ended December 31, 1995, incorporated by reference in this
Prospectus and Registration Statement, have been audited by Ernst
& Young LLP, independent auditors, as set forth in their report
thereon and incorporated by reference herein, and are included in
reliance upon such report given on the authority of such firm as
experts in accounting and auditing.
The financial statements of MRI-CT, Inc. at December
31, 1995 and for the year then ended, incorporated by reference
in this Prospectus and Registration Statement, have been so
incorporated in reliance on the report of Bard & Glassman,
independent accountants, given on the authority of said firm as
experts in accounting and auditing.
The financial statements of Americare Imaging Center,
Inc. at December 31, 1995 and for the year then ended,
incorporated by reference in this Prospectus and Registration
Statement, have been so incorporated in reliance on the report of
Weisberg, Polansky, Kulberg, Einhorn & Mole, LLP, independent
certified public accountants, as set forth in their report
thereon and incorporated by reference herein, and is included in
reliance upon such report given on the authority of said firm as
experts in accounting and auditing.
The financial statements of Access Imaging Center, Inc.
at December 31, 1995 and for the year then ended, incorporated by
reference in this Prospectus and Registration Statement, have
been so incorporated on the report of Weisberg, Polansky,
Kulberg, Einhorn & Mole, LLP,<PAGE>
<PAGE>
independent certified public accountants, as set forth in their
report thereon and incorporated by reference herein, and is
included in reliance upon such report given on the authority of
said firm as experts in accounting and auditing.
The financial statements of We Care-Allied Health Care,
Inc. at December 31, 1995 and for the year then ended,
incorporated by reference in this Prospectus and Registration
Statement, have been so incorporated on the report of Weisberg,
Polansky, Kulberg, Einhorn & Mole, LLP, independent certified
public accountants, as set forth in their report thereon and
incorporated by reference herein, and is included in reliance
upon such report given on the authority of said firm as experts
in accounting and auditing.
The consolidated balance sheets of NMR of America, Inc.
at March 31, 1996 and 1995 and consolidated statements of income,
shareholders' equity and cash flows for each of the three years
in the period ended March 31, 1996 and incorporated by reference
in this Prospectus and Registration Statement, have been so
incorporated in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, given on the authority of said
firm as experts in accounting and auditing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution *
Securities and Exchange Commission registration fee
$ 2,046
Accounting fees and expenses
$ 6,000
Legal fees and expenses
$12,000
Blue Sky fees and expenses
$ 2,000
Miscellaneous
$ 2,000
Total
$24,046
* All amounts are estimates other than the Commission's
registration fee. No portion of these expenses will be borne by
the Selling Stockholder.<PAGE>
<PAGE>
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the
State of Delaware ("DGCL") empowers the Company to, and the
Certificate of Incorporation of the Company provides that it
shall, indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding by any reason of the fact
that he is or was a director, officer, employee or agent of the
Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses, judgments, fines and amounts paid in settlement
actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the
best interests of the Company, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his
conduct was unlawful; except that, in the case of an action or
suit by or in the right of the Company, no indemnification may be
made in respect of any claim, issue or matter as to which such
person shall have been adjudged to be liable for negligence or
misconduct in the performance of his duty to the Company unless
and only to the extent that the Court of Chancery or the court in
which such action or suit was brought shall determine that such
person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall
deem proper.
The Company's Certificate of Incorporation provides,
pursuant to Section 145 of the DGCL, for indemnification of
officers, directors, employees and agents of the Company and
persons serving at the request of the Company in such capacities
within other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their
position with the Company or such other business organizations.
Article Ninth of the Company's Certificate of
Incorporation limits a director's liability in accordance with
Section 102(b) of the DGCL. Specifically, Article Ninth provides
that no director of the Company shall be liable to the
Corporation or its stockholders for monetary damages for breach
of fiduciary duty as a director, except for liability (i) for any
breach of the director's duty of loyalty to the Corporation or
its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of
law, (iii) under Section 174 of the DGCL, or (iv) for any
transaction from which the director derived an improper personal
benefit. Article Ninth also provides that if the DGCL is further
amended to authorize corporate action further eliminating or
limiting the personal liability of directors, the liability of a
<PAGE>
director of the Company shall be eliminated or limited to the
fullest extent permitted by the DGCL.
Item 16. Exhibits.
Exhibit
Number Description
5.1 Opinion of Werbel & Carnelutti, a
Professional Corporation.
23.1 Consent of Werbel & Carnelutti (included
in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
23.3 Consent of Price Waterhouse LLP.
23.4 Consent of Dixon, Odom & Co., LLP.
23.5 Consent of Kempisty & Company, Certified
Public Accountants, P.C.
23.6 Consent of Bard & Glassman.
23.7 Consent of Weisberg, Polansky, Kulberg,
Einhorn & Mole, LLP. regarding Access
Imaging Center, Inc.
23.8 Consent of Weisberg, Polansky, Kulberg,
Einhorn & Mole, LLP. regarding We
Care-Allied Health Care, Inc.
23.9 Consent of Weisberg, Polansky, Kulberg,
Einhorn & Mole, LLP. regarding Americare
Imaging Center, Inc.
23.10 Consent of Coopers and Lybrand, L.L.P.
24.1 Power of Attorney (Reference is made to
the signature page of the Registration
Statement).
Item 17. Undertaking.
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:
<PAGE>
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or 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; and
(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 the Registration Statement; provided, however, that the
undertakings set forth in paragraphs (i) and (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, as amended (the
"Exchange Act") that are incorporated by reference in this
Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to
the securities offered herein, 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 hereby
which remain unsold at the termination of the offering.
4. That, for the purpose of determining any liability
under the Securities Act each filing of the registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Exchange
Act) 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.
Insofar as indemnifications for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 15 above, 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, and is, therefore,
unenforceable. In the event that a claim for indemnification
<PAGE>
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, and will be governed by the
final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1933, the Registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing Form S-3 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned thereunto duly
authorized in the City of Hackensack, State of New Jersey on
December 19, 1996.
MEDICAL RESOURCES, INC.
By: /s/ William D. Farrell
-------------------------------
William D. Farrell, President
and Chief Operating Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints William D.
Farrell and Stephen M. Davis, or either of them, his true and
lawful attorney-in-fact and agent 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 statements and
any related registration statement filed under Rule 462(b), 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, each
acting alone, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and
about the premises, as fully for all intents and purposes as he
might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, each acting along, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
<PAGE>
<PAGE>
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 December 19, 1996.
Signature Capacity in Which Signed
/s/ Gary N. Siegler
- ------------------- Chairman of the
Gary N. Siegler Board of Directors
/s/ Neil H. Koffler Director
- --------------------
Neil H. Koffler
/s/ Stephen M. Davis Director
- --------------------
Stephen M. Davis
/s/ Gary Fuhrman Director
- --------------------
Gary Fuhrman
/s/ John Josephson Director
- --------------------
John Josephson
/s/ William D. Farrell President (Principal Executive
- --------------------
William D. Farrell Officer), Chief Operating
Officer and Director
/s/ John P. O'Malley III Senior Vice President- Finance
- ---------------------
John P. O'Malley III and Chief Financial Officer
(Principal Financial/Accounting
Officer)
<PAGE>
<PAGE>
<Ex. 5.1>
December 23, 1996
Medical Resources, Inc.
155 State Street
Hackensack, New Jersey 07601
Gentlemen:
You have requested our opinion as counsel for Medical
Resources, Inc., a Delaware corporation (the "Company"), in
connection with the registration under the Securities Act of
1933, as amended, and the rules and regulations promulgated
thereunder, and the public offering by a certain selling
stockholder (the "Selling Stockholder") of 533,175 shares of the
Company's common stock (the "Shares").
We have examined the Company's Registration Statement
on Form S-3 in the form to be filed with the Securities and
Exchange Commission on or about December 23, 1996 (the
"Registration Statement"). We further have examined the
Certificate of Incorporation of the Company as certified by the
Secretary of State of the State of Delaware, the By-laws, the
minute books and other agreements of the Company as a basis for
the opinion hereafter expressed.
Based on the foregoing examination, we are of the
opinion that the when the Shares have been issued, delivered and
paid for as contemplated in the Prospectus forming a part of the
Registration Statement and upon issuance by the Company and sale
by the Selling Stockholder in the manner described in the
Registration Statement, the Shares will be legally issued, fully
paid and non-assessable.
We consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
WERBEL & CARNELUTTI
/s/ Werbel & Carnelutti
-----------------------
A Member of the Firm<PAGE>
<PAGE>
<Ex. 23.2>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption
"Experts" in the Registration Statement (Form S-3) of Medical
Resources, Inc. for the registration of 533,175 shares of common
stock and to the incorporation by reference therein of our report
dated February 29, 1996, with respect to the consolidated
financial statements and schedule of Medical Resources, Inc.
included in its Annual Report (Form 10-K) for the year ended
December 31, 1995, filed with the Securities and Exchange
Commission. We also consent to the incorporation by reference
therein of our report dated January 29, 1996, with respect to the
financial statements of Nurse Care Plus, Inc. included in the
Company's Current Report (Form 8-K/A) dated July 19, 1996, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
- -------------------------
Tampa, Florida
December 23, 1996
<PAGE>
<PAGE>
<Ex. 23.3>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting a part of this Registration Statement on
Form S-3 of our report dated March 22, 1994 appearing on page F-4
of Medical Resources, Inc. Annual Report on Form 10-K for the
year ended December 31, 1995. We also consent to the reference
to us under the heading "Experts" in such Prospectus.
/s/ PRICE WATERHOUSE LLP
- ----------------------------
Morristown, New Jersey
December 19, 1996
<PAGE>
<PAGE>
<Ex. 23.4>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We consent to the references to our firm under the caption
"Experts" in the Registration Statement (Form S-3) and related
Prospectus of Medical Resources, Inc. for the registration of
533,175 shares of its common stock and to the incorporation by
reference therein of our reports dated February 21, 1995 with
respect to the financial statements of Kik Kin, L.P. for the
years ended December 31, 1994 and January 1, 1994.
/s/ DIXON, ODOM & CO., L.L.P.
- ----------------------------
December 20, 1996<PAGE>
<PAGE>
<Ex. 23.5>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANT
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-3 of our report dated February
9, 1996, which appears in the annual report on Form 10-K of
Medical Resources, Inc. for the year ended December 31, 1995, and
to the reference to our Firm under the caption "Experts" in the
Prospectus.
/s/ KEMPISTY & COMPANY
-------------------------------
Certified Public Accountants, PC.
New York, New York
December 17, 1996<PAGE>
<PAGE>
<Ex. 23.6>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration
Statement on Form S-3 of our report dated February 2, 1996, with
respect to the financial statements of MRI-CT, Inc, and to the
reference to our Firm under the caption "Experts" in the
Prospectus.
/s/ BARD & GLASSMAN
- -----------------------------
New York, New York
December 20, 1996<PAGE>
<PAGE>
<Ex. 23.7>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement of Medical
Resources, Inc. on Form S-3 of our report dated May 31, 1996,
which respect to the financial statements of Access Imaging
Center, Inc. incorporated by reference in the Prospectus, which
is a part of the Registration Statement, and to reference to us
under the heading "Experts" in such Prospectus.
s/ WEISBERG, POLANSKY, KULBERG,
EINHORN & MOLE, LLP
- ----------------------------------
Carle Place, New York
December 20, 1996
<PAGE>
<PAGE>
<Ex. 23.8>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement of Medical
Resources, Inc. on Form S-3 of our report dated August 1, 1996,
which respect to the financial statements of We Care - Allied
Health Care Services incorporated by reference in the Prospectus,
which is a part of the Registration Statement, and to reference
to us under the heading "Experts" in such Prospectus.
/s/ WEISBERG, POLANSKY, KULBERG,
EINHORN & MOLE, LLP
- ----------------------------------
Carle Place, New York
December 20, 1996
<PAGE>
<PAGE>
<Ex. 23.9>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement of Medical
Resources, Inc. on Form S-3 of our report dated May 31, 1996,
which respect to the financial statements of Americare Imaging
Center, Inc. incorporated by reference in the Prospectus, which
is a part of the Registration Statement, and to reference to us
under the heading "Experts" in such Prospectus.
/s/ WEISBERG, POLANSKY, KULBERG,
EINHORN & MOLE, LLP
- -----------------------------------
Carle Place, New York
December 20, 1996
<PAGE>
<PAGE>
<Ex. 23.10>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in the registration
statement of Medical Resources, Inc. on Form S-3 of our report
dated June 21, 1996 on our audits of the consolidated financial
statements of NMR of America, Inc. and Subsidiaries (the
"Company") as of March 31, 1996 and 1995, and for the three years
in the period ended March 31, 1996, which report is included in
the Company's Annual Report on Form 10-KSB. We also consent to
the reference to our firm under the caption "Experts".
/s/ COOPERS & LYBRAND L.L.P.
- -------------------------------
Parsippany, New Jersey
December 20, 1996
87118
