<PAGE> 1
Registration No. 333-
As filed with the Securities and Exchange Commission
on October 1, 1996
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------------
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 Operating
Officer
155 State Street, 155 State Street,
Hackensack, New Jersey 07601 Hackensack, New Jersey 07601
(201) 488-6230 (201) 488-6230
(Address, including zip code Address, including zip code
and telephone number, includ- and telephone number, includ-
ing area code of registrant's ing area code of registrant's
principal executive offices) principal executive offices)
----------------------------
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> 2
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 41
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. / /
<PAGE>
<PAGE> 3
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=================================================================
<S> <C> <C> <C> <C>
Title of Each Proposed Proposed
Class of Maximum Maximum Amount
Securities Amount Offering Aggregate of
to be to be Price Per Offering Regis-
Registered Registered Unit (1) Price (1) tration
- ----------------------------------------------------------------
Common Stock, 963,806 $8.375 $8,071,875 $2,783
$.01 par value
=================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the
registration fee in accordance with Rule 457 under the Securities
Act.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH
DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL
THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY
STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME
EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OR
UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH
DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING PURSUANT TO
SAID SECTION 8(a), MAY DETERMINE.
82011<PAGE>
<PAGE> 4
SUBJECT TO COMPLETION, DATED OCTOBER 1, 1996
Prospectus
963,806 Shares
MEDICAL RESOURCES, INC.
Common Stock
($.01 Par Value)
The shares offered hereby (the "Shares") consist of 963,806
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 under the symbol MRII. On October , 1996, the
closing sale price of the Common Stock was $ 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 October , 1996.
<PAGE>
<PAGE> 5
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
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. 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.
<PAGE>
<PAGE> 6
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.<PAGE>
<PAGE> 7
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 and June 30, 1996.
(c) The Company's Current Reports on Form 8-K dated January
9, 1996, April 30, 1996, May 20, 1996 and September 13, 1996.
(d) The Company's Current Reports on Form 8-K/A dated January
29, 1996, March 19, 1996, July 19, 1996 and September 27, 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.
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.
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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.<PAGE>
<PAGE> 9
THE COMPANY
The Company specializes in the operation, management and
acquisition of diagnostic imaging centers. The Company currently
operates 37 outpatient diagnostic imaging centers located in the
Northeast (18), Florida (12) and the Chicago area (7) 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 37 at August 30, 1996. Since the beginning of 1995, the Company
has acquired 29 imaging centers through seven 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 board-
certified interpreting physicians, generally radiologists, with
whom the Company typically enters into contracts. Of the Company's
37 centers, 35 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.
<PAGE>
<PAGE> 10
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 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.
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
<PAGE> 11
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 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.
<PAGE> 12
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 1986 (the "Anti-Kickback Act") 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
<PAGE> 13
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 and
Pennsylvania 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 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.
Certain states where the Company has imaging centers have
enacted Certificate of Need laws to facilitate healthcare planning
by placing limitations on the purchase of major medical equipment
and 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 existing
equipment, 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.
<PAGE> 14
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 June 30, 1996, the Company's long-term debt (pro forma for the
NMR Acquisition), excluding current maturities, was approximately
$33,497,000, of which capitalized lease indebtedness was
approximately $9,464,000. 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 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.
<PAGE> 15
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.
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.
<PAGE> 16
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. 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. 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 these centers and
cannot determine if or when these centers will become profitable,
or if or when these advances will be repaid. As of June 30, 1996,
the total amount of working capital advances, including accrued but
unpaid interest thereon, made to each of the Bel Air, Maryland and
Elgin, Illinois centers amounted to approximately $3,059,000 and
$1,954,000, respectively. The Company presently intends to close
these centers due to their historical and anticipated future
operating losses. However, the Company will evaluate other
disposition alternatives for such centers, 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 $1,600,000 upon the closure of such
centers, although there can be no assurance of the timing of such
closures or that the actual costs will not exceed such amount. The
Company has accrued such amount in its unaudited pro forma
financial statements reflecting the NMR Acquisition incorporated
herein by reference.
<PAGE>
<PAGE> 17
Shares Available for Future Sale; Possible Adverse Effect of
Outstanding Derivative Securities
As of September 20, 1996, there were approximately
10,275,555 shares of Common Stock held by non-affiliates of the
Company that are able to trade without restriction. In addition,
as of such date, 4,241,375 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. 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
<PAGE>
<PAGE> 18
the person became an interested stockholder, unless the
businesscombination 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.
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.
<PAGE>
<PAGE> 19
Sales by Selling Stockholders
All of the Shares being offered hereby are offered solely by
the Selling Stockholders who are not restricted as to the prices at
which they 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> 20
SELLING STOCKHOLDERS AND PLAN OF DISTRIBUTION
Of the 963,806 Shares offered hereby, 422,868 Shares represent
all of the shares of Common Stock underlying certain warrants (the
"Warrants") issued by NMR, a predecessor of a wholly-owned
subsidiary of the Company and are issuable by the Company upon the
exercise of the Warrants. The obligation to issue the Shares upon
the exercise of the Warrants was assumed by the Company on August
30, 1996, at which time NMR was merged (the "Merger") into a
wholly-owned subsidiary of the Company. The Merger was consummated
on August 30, 1996 pursuant to an Agreement and Plan of Merger,
dated as of May 20, 1996 by and among the Company, NMR and MRI Sub,
Inc., a wholly-owned subsidiary of the Company. Of the 963,806
Shares offered hereby, 540,938 Shares represent all of the shares
of Common Stock underlying certain warrants issued by the Company
to Joseph G. Dasti and John P. O'Malley III in connection with the
Merger. 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. Upon the
completion of this Offering, no Selling Stockholder shall own more
than one percent of the total outstanding Common Stock of the
Company.
<TABLE>
<CAPTION>
================================================================
<S> <C> <C> <C>
Donald W. Arthur(3) 43,311 41,250 2,061
- -----------------------------------------------------------------
David L. Bloom(3) 130,625 55,000 75,625
- -----------------------------------------------------------------
William S. Clarke 17,187 17,187 none
- -----------------------------------------------------------------
Crest Radiological
Associates 17,187 17,187 none
- ----------------------------------------------------------------
Joseph G. Dasti(3)(4) 577,286(6) 484,06 293,224
- ----------------------------------------------------------------
John A. Faraone(3) 71,500 41,250 30,250
- ----------------------------------------------------------------
Linda Fellrath Anderson 2,750 2,750 none
- ----------------------------------------------------------------
Richard C. Heymann 13,750 13,750 none
- -----------------------------------------------------------------
John P. O'Malley III(5) 181,703(7) 163,438 18,265
- ----------------------------------------------------------------
Robert Pfundstein 39,109 13,750 25,359
- ----------------------------------------------------------------
Seaboard Securities,
Inc. 68,750 68,750 none
<PAGE> 21
</TABLE>
<TABLE>
=================================================================
<S> <C> <C> <C>
Theodore Wright 4,182 4,182 none
- -----------------------------------------------------------------
Joseph T. Zappala(3) 46,630 41,250 5,380
=================================================================
</TABLE>
(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 shares listed in this column
include the shares listed under the column titled "Total Number of
Shares to be Offered For Selling Stockholder's Account." The
column 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.
(3) Messrs. Arthur, Bloom, Dasti, Faraone and Zappala were
directors of NMR of America, Inc., until August 30, 1996, the time
that NMR of America, Inc. was merged into a wholly-owned subsidiary
of the Company.
(4) Mr. Dasti was Chairman of the Board, President and Chief
Executive Officer of NMR of America, Inc., until August 30, 1996,
the time that NMR of America, Inc. was merged into a wholly-owned
subsidiary of the Company.
(5) Mr. O'Malley was the Executive Vice President-Finance and
Chief Financial Officer of NMR of America, Inc., until August 30,
1996, the time that NMR of America, Inc. was merged into a wholly-
owned subsidiary of the Company. Mr. O'Malley is currently serving
as the Senior Vice President-Finance and Chief Financial Officer of
the Company.
(6) Includes 8,702 shares owned through the Company's 401(k) plan.
(7) Includes 4,520 shares owned through the Company's 401(k) plan.
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
<PAGE>
<PAGE> 22
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 with
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> 23
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.
<PAGE>
<PAGE> 24
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
certified public accountants, 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 accountants. 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
certified public accountants, 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 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 accountants, 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, PC, 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 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.
<PAGE> 25
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 Weisburg, 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 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, Kuhlberg,
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.
<PAGE>
<PAGE> 26
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution x
Securities and Exchange Commission registration fee $ 2,783
Accounting fees and expenses 6,000
Legal fees and expenses 12,000
Blue Sky fees and expenses 2,000
Miscellaneous 2,000
----
Total $24,783
x 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 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.
<PAGE>
<PAGE> 27
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 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.
23.8 Consent of Coopers & Lybrand L.L.P.
<PAGE> 28
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:
(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
<PAGE> 29
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 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>
<PAGE> 30
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 October 1, 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.
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 October 1, 1996.
Signature Capacity in Which Signed
- ---------- -------------------------
/s/ Gary N. Siegler Chairman of the Board of Directors
- ----------------------
Gary N. Siegler
<PAGE>
<PAGE> 31
/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
- ---------------------- Officer), Chief Operating
William D. Farrell Officer and Director
/s/ John P. O'Malley III Senior Vice President- Finance
- ---------------------- and Chief Financial Officer
John P. O'Malley III (Principal Financial/Accounting
Officer)
80201
<PAGE>
<PAGE> 32
<Ex. 5.1>
October 1, 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 stockholders (the
"Selling Stockholders") of 963,806 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 October 1, 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
Stockholders 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
-------------------------
By:
<PAGE>
<PAGE> 33
<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 963,806 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
September 25, 1996<PAGE>
<PAGE> 34
<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
September 25, 1996
<PAGE>
<PAGE> 35
<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
963,806 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.
- --------------------------------
September 25, 1996<PAGE>
<PAGE> 36
<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
September 23, 1996<PAGE>
<PAGE> 37
<Ex. 23.6>
INDEPENDENT AUDITOR'S CONSENT
We consent to the incorporation by reference in the Registration
Statement on Form S-3 to be filed on or about October 1, 1996 of
our report dated February 2, 1996, with respect to the financial
statements of MRI-CT, Inc.
/s/ BARD & GLASSMAN
- --------------------------
New York, New York
September 27, 1996<PAGE>
<PAGE> 38
<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
September 23, 1996
<PAGE>
<PAGE> 39
<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 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
September 23, 1996
<PAGE>
<PAGE> 40
<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 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
September 23, 1996
<PAGE>
<PAGE> 41
<Ex. 23.8>
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the inclusion and 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.
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Parsippany, New Jersey
September 26, 1996
82011
