<PAGE> Registration No. 333-_____
As filed with the Securities and Exchange Commission
on July 12, 1996
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER THE
SECURITIES ACT OF 1933
MEDICAL RESOURCES, INC.
- -----------------------
(Exact Name of Registrant as Specified in its Charter)
Delaware 7389 13-3584552
- ------------ -------------------- ----------------
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification No.)
organization) Code Number)
ROBERT J. ADAMSON
Co-President and Principal
Accounting Officer
155 State Street, 2701 N. Rocky Point Drive,
Hackensack, NJ 07601 Suite 650
(201) 488-6230 Tampa, Florida 33607
(Address, including zip (813) 281-0202
code, and telephone number, (Name, address, including zip
including area code, of code, and telephone number,
registrant's principal including area code, of
executive offices) agent for service)
Copies of communications to:
STEPHEN M. DAVIS, ESQ.
Werbel McMillin & 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.
<PAGE>
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. / x /
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================
Proposed Proposed
Title of Each Maximum Maximum
Class of Offering Aggregate Amount of
Securities to Amount to be Price Per Offering Registration
be Registered Registered Unit (1) Price (1) Fee
<S> <C> <C> <C> <C>
Common Stock, 362,063 $8.94 $3,236,843 $1,117
$.01 par value shares
=================================================================
</TABLE>
[FN]
- ----------------------
(1) Estimated solely for the purpose or calculating the
registration fee in accordance with Rule 457 under the Securities
Act of 1933, as amended.
-------------------------------
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically
states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933 or until the Registration Statement shall become effective on
such date as the Commission, acting pursuant to said Section 8(a),
may determine.
77946<PAGE>
<PAGE>
MEDICAL RESOURCES, INC. CROSS REFERENCE SHEET
Pursuant to Item 501(b) of Regulation S-K
Form S-3 Item Number and Caption Location in Prospectus
1. Forepart of the Registration
Statement and Outside Front Outside Front Cover Page
Cover Page of Prospectus of Prospectus
2. Inside Front and Outside
Back Cover Pages of Prospectus Cover Page of Prospectus
3. Summary Information, Risk Factors
and Ratio of Earnings to Fixed The Company; Risk
Charges Factors
4. Use of Proceeds Use of Proceeds
5. Determination of Offering Price Outside Front Cover of
Prospectus; Selling
Stockholder and Plan of
Distribution
6. Dilution *
7. Selling Security Holders Selling Stockholder and
Plan of Distribution
8. Plan of Distribution Outside Front Cover of
Prospectus; Selling
Stockholder and Plan of
Distribution
9. Description of Securities to be
Registered Outside Front Cover of
Prospectus; Description
of Capital Stock;
Incorporation of Certain
Documents By Reference
10. Interests of Named Experts and
Counsel *
11. Material Changes *
12. Incorporation by Reference Incorporation of Certain
Documents by Reference
13. Disclosure of Commission Position
on Indemnification for Securities
Act Liabilities *
* Omitted because the item is inapplicable or the answer thereto is
negative.
<PAGE>
SUBJECT TO COMPLETION, DATED JULY 12, 1996
Prospectus
362,063 Shares
MEDICAL RESOURCES, INC.
Common Stock
($.01 Par Value)
The shares offered hereby (the "Shares") consist of 362,063
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 certain
stockholders (the "Selling Stockholders") identified herein. See
"Selling Stockholders 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 Stockholders will be borne by the Selling
Stockholders.
The Selling Stockholders have 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 Stockholders and Plan of
Distribution."
The Company's Common Stock is traded and quoted on the NASDAQ
National Market System under the symbol MRII. On July 9, 1996, the
closing sale price of the Common Stock was $8.75 per share.
THE PURCHASE OF THE SECURITIES OFFERED HEREBY INVOLVE A HIGH
DEGREE OF RISK. SEE RISK FACTORS.
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 , 1996.<PAGE>
<PAGE>
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 Stockholders.
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
A registration statement on Form S-3 in respect of the
Shares offered by this Prospectus (the "Registration Statement")
has been filed with the Securities and Exchange Commission (the
"Commission"), 450 Fifth Street, N.W., Washington, D.C. 20549,
under the Securities Act of 1933, as amended (the "Act"). This
Prospectus does not contain all of the information contained in
such Registration Statement, certain portions of which have been
omitted herefrom pursuant to the rules and regulations of the
Commission. The Company is subject to the information requirements
of the Securities Exchange Act of 1934 (the "Exchange Act") and in
accordance therewith files reports, proxy statements and other
information with the Commission. These reports, proxy statements
and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the regional offices of the Commission at 7 World Trade
Center, New York, New York 10007; and Suite 1400, Northwestern
Atrium Center, 500 West Madison Street, Chicago, Illinois 60661.
Copies of such material can be obtained from the Public Reference
Section of the Commission at Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, at prescribed rates.
The Company's securities are quoted on the NASDAQ system.
Reports and other information about the Registrant may be inspected
at the offices maintained by the National Association of Securities
Dealers, Inc., NASDAQ Reports Section, at 1735 K Street, N.W.,
Washington, D.C. 20006.
<PAGE>
<PAGE> 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
quarter ended March 31, 1996.
(c) The Company's Current Reports on Form 8-K dated January 9,
1996 (as amended on Form 8-K/A dated and filed on March 19, 1996),
April 30, 1996 and May 20, 1996.
(d) 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.
(e) 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.
Each document filed subsequent to the date of the
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: Ms. Linda MacKay,
Executive Assistant, Medical Resources, Inc., 2701 N. Rocky Point
Drive, Suite 650, Tampa, Florida 33607, telephone number: 813/281-
0202.<PAGE>
<PAGE> THE COMPANY
The Company operates and manages free standing,
outpatient diagnostic imaging centers (hereinafter referred to as
"centers"), and provides diagnostic imaging network management
services to managed care providers. The Company provides
diagnostic imaging services through nineteen outpatient centers, of
which it owns all or a majority of the equity. The centers are
currently located in New Jersey, New York and Florida. The
Company's centers service referring physicians and managed care
organizations by providing diagnostic imaging procedures to
patients in a comfortable, service oriented environment located
outside of an institutional 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 referred by
local physicians. Medical services are provided by interpreting
physicians, generally board certified radiologists, with whom the
Company typically enters into long-term contracts. All of the
Company's centers provide magnetic resonance imaging, which
accounts for a majority of their revenues, with most also providing
some or all of the following services: computerized tomography,
ultrasound, nuclear medicine, general radiology and fluoroscopy and
mammography.
The Company also provides through its wholly owned
subsidiary, StarMed Staffing, Inc. (hereinafter referred to as
"StarMed"), temporary staffing to acute care and sub-acute care
facilities nationwide. StarMed offers services through two
divisions: Travel Nursing and Per Diem. Travel nursing describes
a temporary staffing arrangement under which a hospital contracts
with the Company to provide specialist nursing and allied health
staff for short periods (usually ranging from 8 to 26 weeks).
Temporary staff provided to the client are relocated from their
place of residence to the hospital location for the period of the
assignment. The Company employs the staff under a short-term
employment agreement, provides accommodation, travel reimbursement
and other benefits to employees and bills the client on an hourly
basis. Clients develop the need for temporary staffing for a
number of reasons the most common of which are seasonal
fluctuations in patient census, opening new units and local labor
shortages of specialist nurses or allied health staff. Because of
the length of the contract periods, client hospitals are better
able to schedule their staff in a cost-effective manner in order to
meet predictable patient census requirements. In fiscal 1995, the
Company expanded its temporary healthcare staffing business by
opening eight per diem offices; six in Florida and one each in
Missouri and Ohio. In addition, in January 1996, the Company
acquired a supplemental healthcare staffing business in California
and in June 1996, the Company acquired a supplemental healthcare
staffing business in Florida. The Company's per diem staffing
segment provides healthcare professionals for daily services to
both acute and sub-acute care facilities nationwide.
<PAGE>
The Company was incorporated in Delaware in August 1990,
has its principal executive officers at 155 State Street,
Hackensack, New Jersey 07601 (telephone no.: (201) 488-6230) and
2701 N. Rocky Point Drive, Suite 650, Tampa, Florida 33607
(telephone no.: (813-281-0202). Prior to the Company's
incorporation, the Company's operations, which commenced in 1979,
were conducted by subsidiary corporations. <PAGE>
<PAGE>
RISK FACTORS
In addition to the other information contained or incorporated
by reference in this Prospectus, the following facts should be
considered carefully by prospective investors in evaluating the
Company and its business before purchasing the Shares offered by
the Prospectus.
Liquidity Needs. The Company's required capital
expenditures and planned operating expenses are anticipated to be
financed by a combination of operating cash flow, funds available
through working capital and third party credit facilities. There
may be circumstances, however, such as additional acquisitions,
that could accelerate the Company's use of cash. If this occurs,
the Company may incur, from time to time, additional indebtedness
and attempt to issue, in public or private transactions, equity and
debt securities. There can be no assurance that the Company will
continue to have access to additional financing on terms
satisfactory to the Company and the inability to obtain additional
capital would have a material adverse effect on the Company's
ability to expand the business.
Recent Net Losses. Although the Company realized net
income of approximately $1,298,000 for the three months ended March
31, 1996 and $1,690,000 for the year ended December 31, 1995, the
Company incurred net losses of $1,994,000 for the fiscal year ended
December 31, 1994 and $2,797,000 for the fiscal year ended December
31, 1993. There can be no assurance that the Company will realize
net income in the future.
Significant Long-Term Debt, Including Capitalized Lease
Obligations. The Company has significant outstanding debt
comprised principally of capitalized lease obligations relating to
the Company's centers. At March 31, 1996, long-term debt excluding
current maturities was approximately $23,334,000, of which
capitalized lease indebtedness was approximately $7,841,000. Each
center generally obtains financing for its equipment (typically
with terms ranging from five to seven years) from lenders and
lessors, with the equipment and other assets serving as security
for the loans. Generally, the center leasing the equipment and the
Company's subsidiary which operates the center are the only
obligors under each such lease. A default under an equipment lease
could materially adversely affect the operations of the applicable
center and, consequently, the results of operations of the Company.
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 health care. In certain areas, the
reimbursers are subject to regulations as to payments. Current
discussions within the federal government regarding national health
care reform are emphasizing containment of health care costs.
Although patients are ultimately responsible for the payment for
<PAGE>
services rendered, substantially all of the Company's imaging
center's 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 imaging center's revenues,
profitability and cash flow.
It is generally believed that reimbursement rates will
continue to decline due to the advancement of managed care
providers such as HMOs and PPOs. The Company enters into
contractual arrangements with these organizations which, due to the
size of their membership, are able to command reduced rates for
services. These agreements may 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 more than offset the reduced revenue resulting
from the reduction in reimbursement rate per procedure.
In addition, during 1995 and 1994 approximately 21.8% and
17.9%, respectively, of the Company's total revenues from third-
party payors were derived through physicians providing imaging
services to patients involved in personal injury claims. Personal
injury claims require more extensive documentation than other
procedures. In addition, those people with personal injury claims
who do not have insurance coverage tend to delay payment until the
legal action is resolved, which may result in significant
collection delays. Due to the greater complexity in processing, as
well as increased information requirements from third-party payors,
receivables relating to personal injury claims typically require a
longer period of time to collect compared to other receivables and,
in the experience of the Company, carry a higher bad debt expense.
Restrictions Imposed by Government Regulation. The
health care industry is highly regulated. The ownership, operation
and acquisition of outpatient diagnostic 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 for certain
types of health care facilities and major medical equipment.
Violations of these laws can result in, among other penalties, the
shutdown of the Company's facilities and loss of Medicare and
Medicaid reimbursement. At the Federal level, the Federal Anti-
Kickback law 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
<PAGE>
is operating in violation of this law, the scope of the law remains
somewhat unclear and there can be no assurance that the Company
would prevail in that 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 Federal Anti-Kickback
law. Although the Company believes its operations generally
qualify for protection under these regulations, the regulations
have thus far been relatively untested in practice, and there can
be no assurance that the Company would prevail in that position.
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
Federal Anti-Kickback law, 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 Federal Anti-Kickback law.
The Federal Budget Omnibus Reconciliation Act of 1989
contains provisions that, unless an exception applies, restrict
physicians from making referrals to clinical laboratory facilities
for services to be rendered to Medicare patients in which the
physicians have an ownership interest or with which they have a
compensation arrangement (the so-called "Stark I Legislation").
The Federal Omnibus Budget Reconciliation Act of 1993 added
provisions to these restrictions on Medicare payment for physician
referrals which, effective January 1, 1995, greatly broadened the
services which are subject to this referral and payment ban (the
so-called "Stark II Legislation"). Specifically with regard to the
Company's operations, the Stark II Legislation adds the referral
restriction to Radiology or other diagnostic services. The Stark
II Legislation also extends these prohibitions to referrals of
Medicaid patients. Both the Stark I and the Stark II Legislation
provide exceptions for certain types of employment and contractual
relationships. The Company believes that it is in compliance with
the Stark II legislation but there can be no assurance that the
Company's position is correct.
The State of Florida also enacted in 1992 an anti-
kickback statute substantially similar in scope to the Federal
Anti-Kickback law. 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
can be no assurance that the Company would prevail in that
position.
The States of Florida, New Jersey and New York have
enacted laws that restrict or prohibit physicians from referring
patients to health care facilities in which such physicians have a
financial interest. Although the Company does not believe that
<PAGE>
these laws will have a material adverse effect on its operations in
these states, there can be 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.
In addition, the New Jersey law establishes Certificate of Need
requirements relative to the initiation of a health care service or
the purchase of major movable equipment. Depending on how these
provisions are implemented and applied by the New Jersey
authorities, they could have a material adverse effect on the
Company's operations in such state.
The Company continually monitors regulatory initiatives
at the federal and state levels. New laws or regulations, changes
in current laws or regulations or changes in interpretations of
current laws or regulations could have a material adverse effect on
the Company. In addition, the cost of complying with the foregoing
could materially adversely affect the Company's financial
condition.
Competition. The outpatient diagnostic imaging industry
is highly competitive. Competition focuses primarily on attracting
physician referrals at the local market level. The Company
believes that principal competitors in each of the Company's
markets are hospitals, independent or management company-owned
imaging centers, some of which are owned with physician investors,
and mobile MR units. Some of these competitors have greater
financial and other resources than the Company. Principal
competitive factors include quality and timeliness of test results,
ability to develop and maintain relationships with referring
physicians, type and quality of equipment, facility location,
convenience of scheduling and availability of patient appointment
times. 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. (See
"Restrictions Imposed by Government Regulation"). Managed care has
affected the availability of referrals by approving only a certain
number of centers in a given geographic region.
The health care temporary staffing business is also very
competitive. StarMed competes for client's business with other
providers of travel nurse temporary staffing and with other
staffing companies that provide per diem staffing services.
StarMed also has to compete for the limited number of available
qualified staff. Within the travel nurse segment of the temporary
staffing industry, StarMed competes with several companies which
are larger and may possess greater financial resources.
<PAGE>
Dependence on Referring Physicians. At each of the
Company's imaging centers, certain physicians, in private practice
or affiliated with managed care organizations, refer a significant
percentage of such center's patients. A significant reduction by
any such physician in the number of patients referred to that
center could materially adversely affect such centers, and
consequently, the Company's operating results.
Acquisition and Development Strategy. The Company's
current external growth strategy focuses primarily on acquiring
existing imaging centers and healthcare temporary staffing
businesses and integrating them into its operations. With respect
to such acquisitions, there can be no assurance that suitable
acquisition candidates can be found, that acquisitions can be
negotiated on acceptable terms, that necessary financing can be
obtained or that the operations of the acquired businesses can be
effectively or profitably integrated into the Company's existing
operations. Competition for suitable acquisition candidates is
expected to be intense and, in addition to local hospital and
physician groups, to include regional and national diagnostic
imaging service 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. In addition,
there can be no assurance that qualified executives who may be
required to manage such acquired operations can be successfully
retained or employed by the Company.
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 the Company's existing equipment
technologically or economically obsolete. If such obsolescence
were to occur, the Company might have to purchase new equipment
which could have a material adverse effect on the Company's
earnings and cash flow. Although the Company is not currently
aware of any pending technological developments which the Company's
equipment cannot be upgraded to incorporate, there can be no
assurance that such developments will not occur. In addition,
certain of the Company's centers compete against local centers
which contain more advanced imaging equipment or provide additional
modalities.
Influence by Affiliates of Siegler, Collery & Co. As of
July 1, 1996, affiliates of Siegler, Collery & Co., a New York-
based investment firm, beneficially owned approximately 33% of the
outstanding shares of the Company's Common Stock. Gary N. Siegler
and Peter M. Collery, Chairman of the Board and a former director
<PAGE>
of the Company, respectively, control each of these affiliates
(collectively, the "Principal Holders"). As a result of such
ownership, Messrs. Siegler and Collery have the ability to
influence the Company's policies, the election of directors and the
authorization of certain transactions that require stockholder
approval.
Liability Claims and Insurance. The nature of the
Company's imaging and temporary staffing businesses entails 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 temporary nursing
personnel perform services in accordance with treatments prescribed
by third-party physicians or under hospital supervision.
Nevertheless, the Company maintains general liability and
professional liability insurance for its imaging and temporary
staffing businesses in amounts deemed adequate by management.
However, there can be no assurance that potential claims will not
exceed the coverage limits or that, in the future, such insurance
will be available.
Sales by Selling Stockholders. All of the Shares being
offered hereby are offered solely by the Selling Stockholders which
are 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.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale
of the Shares by the Selling Stockholders.
<PAGE>
<PAGE>
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
The Shares offered hereby include 192,063 shares of
Common Stock which were issued in connection with the Company's
acquisition (the "Acquisition") of the business assets of Access
Imaging Center, Inc., a Florida corporation based in Clearwater,
Florida ("AICI"). The Acquisition was consummated on May 22, 1996
pursuant to an Asset Purchase Agreement (the "Agreement") dated as
of April 30, 1996 by and among the Company, AICI, Stephen Cox, Edie
Cox and Clearwater Resources, Inc., a wholly-owned subsidiary of
the Company ("Clearwater Resources"). Such 192,063 Shares being
offered hereby constitute a portion of the consideration paid by
Clearwater Resources for the acquisition of the assets of AICI and
the execution of certain non-competition agreements by Mr. Cox and
Ms. Cox. The remaining 170,000 Shares offered hereby are issuable
upon the exercise of certain outstanding warrants of the Company.
To the knowledge of the Company, none of the Selling Stockholders
has any material relationship with the Company except as set forth
in the footnotes to the following table or as more fully described
elsewhere in this Prospectus.
<TABLE>
<CAPTION>
=================================================================
Total Number of
Shares to be
Offering For Total Shares
Name of Shares Owned Selling to be Owned
Selling Prior to this Stockholder's Upon Completion
Stockholder Offering(1) Account of this Offering
Number Percent
<S> <C> <C> <C> <C>
Stephen Cox 81,920 81,920 0 0%
Edie Cox 82,485 82,485 0 0%
John Arrington, 1,129 1,129 0 0%
Martin Siberger
& Reed Murtaugh
Brett Bolhofner 1,129 1,129 0 0%
Doris Christman 564 564 0 0%
Thomas F. Cox 564 564 0 0%
James P. Darlington 564 564 0 0%
<PAGE>
Brian Eisenstadt 564 564 0 0%
Casey Gaines 3,389 3,389 0 0%
Lawrence & 1,129 1,129 0 0%
Catherine Gnage
John & Bertha 564 564 0 0%
Hazlinski
Carolyn Hill 564 564 0 0%
Gregory Hollstrom 564 564 0 0%
James R. Kennedy, 1,129 1,129 0 0%
Jr.
Barry & Brenda 564 564 0 0%
Leeper
John P. Lenhart 1,129 1,129 0 0%
Richard & Joanne 1,129 1,129 0 0%
Leverone
Lidia Linetsky 564 564 0 0%
Kerry M. McCord, 564 564 0 0%
as custodian for
Lacie McCord
Kerry M. McCord 564 564 0 0%
as custodian for
Naysan McCord
Katie Nichols 2,824 2,824 0 0%
Tammy Overcash 564 564 0 0%
Susan Perkins 564 564 0 0%
Georgann Powers 564 564 0 0%
M.K. Roberts 564 564 0 0%
H. E. Rummel 1,694 1,694 0 0%
William K. Saron 564 564 0 0%
Joseph M. Sena 3,389 3,389 0 0%
Linda M. Swart 564 564 0 0%
<PAGE>
Raymond James 120,000 120,000 0 0%
& Co.(2)
Lee Skoblow(2) 50,000 50,000 0 0%
=================================================================
</TABLE>
[FN]
- ----------------------
(1) Except as otherwise noted, all shares or rights to these
shares are beneficially owned and sole voting and investment power
is held by the party named. The columns under "Total Shares to be
Owned Upon Completion of this Offering" assumes the sale of all
Shares offered by the Selling Stockholders hereunder.
(2) Represents shares issuable upon the exercise of certain
warrants to purchase Common Stock held by the Selling Stockholder.<PAGE>
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders 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 Stockholders (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 Stockholders.
Broker/dealers may agree with the Selling Stockholders 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 Stockholders, to purchase as principal any unsold
Shares at the price required to fulfill the respective
broker/dealer's commitment to the Selling Stockholders.
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 Stockholders also may sell
some or all of the Shares directly to purchasers without the
assistance of any broker/dealer.
The Company is bearing all costs relating to the
registration of the Shares. Any commissions or other fees payable
to broker/dealers in connection with any sale of the Shares will be
borne by the Selling Stockholders or other party selling such
Shares.
The Selling Stockholders 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 Stockholders may be
deemed to be engaged in a distribution of the Common Stock, and
therefore be deemed to be underwriters under the Act, they 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.<PAGE>
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of
20,000,000 shares of Common Stock, par value $.01 per share, and
100,000 shares of Preferred Stock, par value $.01 per share
("Preferred Stock"). As of July 1, 1996, the Company had
outstanding 8,866,489 shares of Common Stock.
Common Stock
The holders of outstanding shares of Common Stock are
entitled to receive dividends out of assets legally available
therefor at such times and in such amounts as the Board of
Directors may, from time to time, determine. Each stockholder is
entitled to one vote for each share of Common Stock held by such
stockholder. The Company's Certificate of Incorporation does not
provide for cumulative voting. The Common Stock is not entitled to
preemptive rights and is not subject to redemption. Upon
liquidation, dissolution, or winding-up of the Company, the assets
legally available for distribution to stockholders are distributed
ratably among the holders of Common Stock outstanding at that time
after payment of liquidation preferences, if any, on any
outstanding Preferred Stock. Each outstanding share of Common
Stock is fully paid and nonassessable.
Preferred Stock
The Company's Certificate of Incorporation provides that
the Company may, without further action by the Company's
stockholders, issue shares of Preferred Stock in one or more
series. The Board of Directors is authorized to establish from
time to time the number of shares to be included in any such series
and to fix the relative rights and preferences of the shares of any
such series, including without limitation dividend rights, dividend
rate, voting rights, redemption rights and terms, liquidation
preferences and sinking fund provisions. The Board of Directors
may authorize and issue Preferred Stock with voting or conversion
rights that could adversely affect the voting power or other rights
of the holders of Common Stock. In addition, the issuance of
Preferred Stock could have the effect of delaying or preventing a
change in control of the Company.
Transfer Agent
The Transfer Agent and registrar for the Common Stock is
American Stock Transfer and Trust Company, New York, New York.
LEGAL MATTERS
The validity of the shares of the Company's Common Stock
offered hereby will be passed upon for the Company by Werbel
McMillin & Carnelutti, a Professional Corporation, 711 Fifth
Avenue, New York, New York 10022.
<PAGE>
EXPERTS
The consolidated financial statements and schedule of
Medical Resources, Inc. at December 31, 1995 and 1994, and the
years then ended, incorporated by reference in this Prospectus and
Registration Statement have been audited by Ernst & Young LLP,
independent certified public accountants, as set forth in their
report thereon incorporated by reference elsewhere herein which, as
to the year ended December 31, 1994, is based in part on the
reports of Dixon, Odom & Co., L.L.P. and Kempisty & Company,
Certified Public Accountants, P.C., independent accountants. The
consolidated financial statements referred to above are
incorporated herein by reference in reliance upon the authority of
such firms as experts in accounting and auditing. The consolidated
financial statements and schedule of Medical Resources, Inc. 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 certified
public accountants, as set forth in their report thereon
incorporated by reference elsewhere herein, which is based in part
on the reports of Price Waterhouse LLP, Dixon, Odom & Co., L.L.P.
and Kempisty & Company, Certified Public Accountants, P.C.,
independent accountants. The consolidated financial statements for
the year ended December 31, 1993 are incorporated herein by
reference in reliance upon the authority of such firms as experts
in accounting and auditing.
The financial statements of MRI-CT, Inc. at December 31,
1995 and for the year then ended, included in the Company's Current
Report on Form 8-K dated January 9, 1996, as amended on Form 8-K/A
dated and filed on March 19, 1996, and incorporated by reference in
this Prospectus 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.
<PAGE>
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution *
Securities and Exchange Commission registration fee $ 1,117
Accounting fees and expenses 4,000
Legal fees and expenses 10,000
Blue Sky fees and expenses 1,000
Miscellaneous 883
Total $17,000
* All amounts are estimates other than the Commission's
registration fee. No portion of these expenses will be borne by
the Selling Stockholders.
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
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 Stockholders, to purchase as principal any unsold
Shares at the price required to fulfill the respective
broker/dealer's commitment to the Selling Stockholders.
Broker/dealers who acquire Shares as principals may thereafter
resell such Shares from time to time in transactions (which may
eding 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
son 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
<PAGE>
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 Registrant's Certificate of
Incorporation limits a directors 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 director of the Company shall be
eliminated or limited to the fullest extent permitted by the DGCL.
Item 16. Exhibits.
Exhibit
Number Description
4.1 Asset Purchase Agreement, dated as of April 30, 1996,
between the Company, AICI, Stephen Cox, Edie Cox and
Clearwater Resources, Inc.*
5.1 Opinion of Werbel McMillin & Carnelutti, a Professional
Corporation.
23.1 Consent of Werbel McMillin & Carnelutti (included in
Exhibit 5.01).
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.
24.1 Power of Attorney (Reference is made to the signature
page of the Registration Statement).
___________________
* Incorporated by reference from the Company's Current Report on
Form 8-K dated April 30, 1996.
<PAGE>
<PAGE>
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:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of 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, that are incorporated
by reference in this Registration Statement.
2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered 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 of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934, (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
<PAGE>
Insofar as indemnifications for liabilities arising under
the Securities Act of 1933, as amended, 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 of 1933,
as amended, and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the registrant of expenses incurred or paid by a
director, officer, or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer, or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and
will be governed by the final adjudication of such issue.
<PAGE>
<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 Tampa, State of Florida on July 12, 1996.
MEDICAL RESOURCES, INC.
By: /s/ Robert J. Adamson
-----------------------
Robert J. Adamson Co-President
and Chief Financial Officer (Co
Principal Executive Officer and
Principal Accounting Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Robert J. Adamson
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.
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 July 12, 1996.
SIGNATURE CAPACITY IN WHICH SIGNED
/s/ Gary N. Siegler Chairman of the
- ------------------- Board of Directors
Gary N. Siegler
/s/ Neil H. Koffler Director
- -------------------
Neil H. Koffler
<PAGE>
/s/ Stephen M. Davis Director
- --------------------
Stephen M. Davis
/s/ Gary Fuhrman Director
- --------------------
Gary Fuhrman
/s/ John Josephson Director
- -------------------
John Josephson
/s/Robert J. Adamson Co-President (Co-Principal Executive
- ------------------- Officer), Chief Financial Officer
Robert J. Adamson (Principal Accounting Officer) and
Director
/s/ William D. Farrell Co-President (Co-Principal Executive
- ------------------- Officer), Chief Operating Officer
William D. Farrell and Director
77946
<PAGE>
<PAGE>
Exhibit 5.1
July 12, 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 certain selling shareholders (the
"Selling Shareholders") of 362,063 shares of the Company's common
stock.
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 July 12, 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 sale by the Company and the Selling
Shareholders 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 MCMILLIN & CARNELUTTI
By: /s/ Werbel McMillin & Carnelutti
--------------------------------<PAGE>
<PAGE>
Exhibit 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts"
in Registration Statement (Form S-3) and related Prospectus of
Medical Resources, Inc. for the registration of 362,063 shares of
its common stock and to the incorporation by reference therein of
our report dated February 29, 1996, with respect to the 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.
/s/ ERNST & YOUNG
- -------------------
Tampa, Florida
July 12, 1996<PAGE>
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Prospectus constituting 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.'s 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
July 12, 1996
<PAGE>
<PAGE>
Exhibit 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
362,063 shares of its common stock and to the incorporation by
reference therein of our report 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.
- ----------------------------
July 11, 1996<PAGE>
<PAGE>
Exhibit 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
July 11, 1996<PAGE>
<PAGE>
Exhibit 23.6
INDEPENDENT AUDITOR'S CONSENT
We consent to the references to us under the heading "Experts" in
Registration Statement on Form S-3 and related Prospectus of
Medical Resources, Inc. for the registration of 362,063 shares of
its common stock and to the incorporation by reference therein of
our reports dated February 2, 1996 and October 6, 1995, with
respect to the financial statements of MRI-CT, Inc. included in
Medical Resources, Inc.'s Current Report on Form 8-K dated January
9, 1996, as amended on Form 8-K/A dated and filed on March 19, 1996
with the Securities and Exchange Commission.
/s/ BARD & GLASSMAN
- ------------------------
New York, New York
July 11, 1996
77946
