<PAGE>
As filed with the Securities and Exchange Commission on August 9, 1996
REGISTRATION NO. 333-_____
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________
FORM S-3
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
____________________
HEALTH IMAGES, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 58-1485618
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
8601 Dunwoody Place
Building 200
Atlanta, Georgia 30350
(770) 587-5084
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
ROBIN EUBANKS MURRAY, ESQ.
Vice President,
General Counsel and Secretary
Health Images, Inc.
8601 Dunwoody Place
Building 200
Atlanta, Georgia 30350
(770) 587-5084
(Name, Address, Including Zip Code, and Telephone
Number, Including Area Code, of Agent for Service)
____________________
Copies of Communications to:
GABRIEL DUMITRESCU, ESQ.
Powell, Goldstein, Frazer & Murphy
Sixteenth Floor
191 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 572-6600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the 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. [ ]
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]
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. [ ]
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Title of each class of Amount to be registered Proposed maximum Proposed maximum aggregate Amount of
securities to be offering price per unit offering price (1) registration fee (1)
registered (1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par 708,000 Shares $10.00 $7,080,000 $2,443
value
- ------------------------------------------------------------------------------------------------------------------------------------
Rights to Purchase Series 708,000 Rights
B Participating Preferred
Stock (2)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 457(c), the proposed offering price and registration fee
are based upon the average of the high and low prices of the Registrant's
common stock, $.01 par value per share (the "Common Stock"), on August 5,
1996 as reported by the New York Stock Exchange.
(2) The Rights, which will be attached to the shares of Common Stock being
registered hereby, if issued, will be issued for no additional consideration
and, therefore, no additional registration fee is required.
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 THIS REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
P R O S P E C T U S
-------------------
708,000 SHARES
HEALTH IMAGES, INC.
COMMON STOCK
____________________
This Prospectus relates to 708,000 shares (the "Shares") of common stock,
$.01 par value ("Common Stock"), of Health Images, Inc. (the "Company"). The
Shares may be offered by certain shareholders of the Company (the "Selling
Shareholders") from time to time in transactions in the open market, in
negotiated transactions or a combination of such methods of sale, at fixed
prices which may be changed, at market prices prevailing at the time of sale,
at prices related to such prevailing market prices or at negotiated prices.
The Selling Shareholders may effect such transactions by selling the Shares to
or through broker-dealers, and such broker-dealers may receive compensation in
the form of discounts, concessions or commissions from the Selling
Shareholders and/or the purchasers of the Shares for whom such broker-dealers
may act as agents or to whom they sell as principals, or both (which
compensation as to a particular broker-dealer might be in excess of customary
commissions). See "Sale of Shares."
The Selling Shareholders may be deemed to be "underwriters" within the
meaning of the Securities Act of 1933, as amended (the "Securities Act"). See
"Selling Shareholders" and "Sale of the Shares."
None of the proceeds from the sale of the Shares by the Selling
Shareholders will be received by the Company. The Company in will bear all
expenses incurred connection with the registration and sale of the Shares being
offered hereby. The Company has agreed to indemnify the Selling Shareholders
against certain liabilities, including liabilities under the Securities Act. See
"Selling Shareholders" and "Sale of Shares."
The Common Stock is listed on the New York Stock Exchange. On August 5,
1996, the last reported sale price of the Common Stock of the Company reported
on the New York Stock Exchange was $10.00 per share.
____________________
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 COMMIS-
SION 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>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission") a Registration Statement on Form S-3 (the "Registration
Statement"), of which this Prospectus forms a part, covering the Shares to be
sold pursuant to this offering.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information, exhibits and undertakings contained in the
Registration Statement. Such additional information, exhibits and undertakings
can be inspected at and obtained from the Commission as set forth below. For
additional information regarding the Company, the Common Stock and related
matters and documents, reference is made to the Registration Statement and
exhibits thereto.
CERTAIN DOCUMENTS PREVIOUSLY FILED BY THE COMPANY WITH THE COMMISSION
PURSUANT TO THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE
ACT"), ARE INCORPORATED BY REFERENCE IN THIS PROSPECTUS. SEE "INCORPORATION OF
CERTAIN DOCUMENTS BY REFERENCE." COPIES OF ANY DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN EXHIBITS TO SUCH DOCUMENTS UNLESS THEY ARE SPECIFICALLY
INCORPORATED BY REFERENCE THEREIN, ARE AVAILABLE WITHOUT CHARGE TO ANY PERSON TO
WHOM A PROSPECTUS IS DELIVERED UPON REQUEST TO THE SECRETARY, HEALTH IMAGES,
INC., 8601 DUNWOODY PLACE, BUILDING 200, ATLANTA, GEORGIA 30350 (TELEPHONE:
(770) 587-5084).
The Company is subject to the informational and reporting requirements of
the Exchange Act, and accordingly files reports, proxy statements and other
information with the Commission. Such reports, proxy statements and other
information filed with the Commission, as well as the Registration Statement,
are available for inspection and copying at the public reference facilities
maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549 and at certain regional offices of the Commission
located at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661 and 7
World Trade Center, New York, New York 10048. Copies of such material can be
obtained from the Public Reference Section of the Commission, Room 1024, 450
Fifth Street, N.W., Judiciary Plaza, Washington, D.C. 20549 at prescribed rates.
THE COMPANY
The Company is a leading provider of diagnostic imaging services and the
largest independent operator of magnetic resonance imaging ("MRI") centers in
the United States. MRI is considered the premier diagnostic modality for cross-
sectional imaging of human tissue. The Company operates 49 freestanding imaging
centers in 13 states in the United States and four in the United Kingdom. The
Company offers MRI services at all of its imaging centers. In addition, the
Company provides computerized tomography services at 17 of its centers, x-ray
services at 17 centers, ultrasound services at 15 centers, mammography services
at 12 centers, fluoroscopy at five centers and nuclear medicine at six centers.
The Company was incorporated in 1982 as a Florida corporation and changed
its state of incorporation to Delaware in 1989. The Company's executive offices
are located at 8601 Dunwoody Place, Building 200, Atlanta, Georgia 30350, and
its telephone number is (770) 587-5084. Unless the context indicates otherwise,
all references to the Company include the Company's subsidiaries and the limited
partnerships controlled by the Company.
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<PAGE>
PRO FORMA FINANCIAL DATA
The unaudited pro forma statement of operations for 1995 presented below
gives effect to the acquisition by the Company in April, 1995, of 15 multi-
modality imaging centers from MedAlliance, Inc. (the "MedAlliance Centers
Acquisition") and the related financings on a consolidated basis as if they had
occurred on January 1, 1995. The pro forma statement of operations is for
informational purposes only, does not purport to represent what results of
operations would have been if the MedAlliance Centers Acquisition had in fact
occurred on January 1, 1995, and is not intended to project the Company's
results of operations for any future period.
HEALTH IMAGES, INC. AND SUBSIDIARIES
MEDALLIANCE IMAGING CENTERS ACQUISITION
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
HISTORICAL
HISTORICAL MEDALLIANCE
HEALTH IMAGING PRO FORMA
IMAGES, INC. CENTERS ADJUSTMENTS NOTES PRO FORMA
------------- ------------ ------------ ----- -----------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
Total Net Revenue.......................... $ 115,536 $ 11,513 $ 127,048
Cost and Expenses
Operating Costs........................... 69,319 5,901 363 1 75,220
Depreciation and Amortization.............
Expenses.................................. 17,580 2,070 (65) 2 19,947,500
Provision for Bad Debts................... 4,646 440 5,086
General and Administrative Expenses....... 8,504 1,066 9,570
Total Operating Expenses................... 100,049 9,477 109,824
----------- ------- --------- -----------
Operating Income........................... 15,487 2,036 (298) 17,224
Other Income............................... 127 82 210
Interest Expense........................... (3,727) (592) (591) 3 4,910
Income from Continuing Operations
Before Minority Interest and
Provision for Income Taxes.............. 11,887 1,526 (889) 12,524
Minority Interest in Income of
Consolidated Entities................... 606 200 -- 806
Income from Continuing Operations
Before Provision for Income
Taxes................................ 11,281 1,326 (889) 11,718
Provision for Income Taxes................ 4,390 -- 170 4 4,560
----------- --------- -------- -----------
Net Income from Continuing Operations...... $ 6,891 $ 1,326 $ 1,059 $ 7,158
----------- --------- -------- -----------
Primary and Fully Diluted Loss Per
Share from Continuing Operations.......... $0.59 $0.62
Average Shares Outstanding--Primary........ 11,582,700 11,582,700
Average Shares Outstanding--Fully Diluted.. 11,651,100 11,651,100
------------------------
</TABLE>
1. To record additional amortization expense for goodwill and loan acquisition
costs associated with acquisition. The amortization period used for
goodwill is 20 years and the amortization period used for loan acquisition
costs is six years. Pro forma goodwill amortization expense includes one
month of amortization expense related to goodwill associated with the
$6,241,600 net earnout payment which was resolved on December 1, 1995.
Including goodwill amortization expense related to the earnout payment,
total amortization expense related to the MedAlliance Centers Acquisition
will approximate $143,400 a month or $1,720,500 a year for future periods.
2. To record adjustment to depreciation expense for fair market value
adjustment to assets acquired.
3. To record additional interest expense on borrowings used to finance the
acquisition. The interest rate used is the current rate on the Company's
primary credit facility (prime minus 0.5%).
4. To record additional income taxes at the acquiror's effective tax rate.
-3-
<PAGE>
SELLING SHAREHOLDERS
The 708,000 Shares to which this Prospectus relates are subject to
options and warrants (the "Options") held by the Selling Shareholders. The
Company and the Selling Shareholders have entered into a Registration Agreement
(the "Registration Agreement") pursuant to which the Company has agreed to
register the Shares for resale by or for the accounts of the Selling
Shareholders from time to time upon the exercise of the Options. Pursuant to the
Registration Agreement, the Company has filed the Registration Statement of
which this prospectus is a part with the Commission, and the Company has agreed
to prepare and file such amendments and supplements to the Registration
Statement as may be necessary to keep the Registration Statement effective until
all of the Shares offered hereby have been sold pursuant thereto or until such
Shares are no longer required to be registered for the resale thereof by the
Selling Shareholders. The Shares constitute 6.2% of the currently outstanding
shares of Common Stock of the Company. The Selling Shareholders and the number
of shares of Common Stock for which each has Options as of July 15, 1996 are as
follows:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP BENEFICIAL OWNERSHIP
PRIOR TO OFFERING/(1)/ AFTER OFFERING/(1)/
------------------------- ------------------------
PERCENT OF SHARES/(2)/ PERCENT OF
SHARES SHARES TO BE SHARES TO SHARES
NAME OWNED OUTSTANDING SOLD BE OWNED OUTSTANDING
----- --------- ------------ ----------- --------- ------------
<S> <C> <C> <C> <C> <C>
Willis A. Wilson 0 * 50,000 0 *
Jack O. Greenberg, M.D. 17,416 * 3,000 15,000 *
James P. Gelhard 29,620 * 13,000 16,620 *
Marc I. Raphaelson, M.D. 25,273 * 13,000 12,273 *
Michael R. Scott 109,986 * 70,000 39,986 *
Sandra K. Brum 107,140 * 50,000 57,140 *
Stephen P. Grahek, M.D. 46,161 * 30,000 16,161 *
Stuart B. Strasner, Sr. 2,416 * 3,000 0 *
William E. Whitesell, Ph.D. 46,083 * 13,000 33,083 *
Robert L. Taylor 5,058 * 3,000 3,975 *
Robert D. Carl, III 1,038,854 8.3% 460,000 578,854 5.1%
=======
708,000
</TABLE>
-4-
<PAGE>
________________________
* Less than 1%
/(1)/ Includes all shares subject to options and warrants (including the
Options) which are currently exercisable or which will become
exercisable within 60 days after July 15, 1996 as follows: Mr. Wilson,
50,000; Dr. Greenberg, 2,416; Mr. Gelhard, 13,000; Dr. Raphaelson,
14,083; Mr. Scott, 109,986; Ms. Brum, 105,536; Dr. Grahek, 30,000; Mr.
Strasner, 2,416; Dr. Whitesell, 14,083; Mr. Taylor 4,083; and Mr. Carl,
508,958.
/(2)/ Includes Shares that are subject to Options that become exercisable more
than 60 days following July 15, 1996 as follows: Dr. Greenberg, 3,584;
Dr. Raphaelson, 1,917; Mr. Scott, 29,514; Ms. Brum, 29,514; Mr. Strasner
3,584; Dr. Whitesell, 1,917; Mr. Taylor, 1,917; and Mr. Carl, 76,042.
/(3)/ Assuming all Shares offered hereby are sold pursuant to this Prospectus.
-5-
<PAGE>
SALE OF THE SHARES
The sale of the Shares by the Selling Shareholders may be effected from time
to time in transactions in the open market, in negotiated transactions or
through a combination of such methods of sale, at fixed prices, which may be
changed, at market prices prevailing at the time of sale, at prices related to
such prevailing market prices or at negotiated prices. The Selling
Shareholders may effect such transactions by selling the Shares to or through
broker-dealers, and such broker-dealers may receive compensation in the form
of discounts, concessions or commissions from the Selling Shareholders and/or
the purchasers of the Shares for which such broker-dealers may act as agents
or to whom they sell as principals, or both (which compensation as to a
particular broker-dealer may be in excess of customary compensation).
The Selling Shareholders and any broker-dealers who act in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any commissions received
by them and profit on any resale of the Shares as principals might be deemed
to be underwriting discounts and commissions under the Securities Act. The
Company agreed to indemnify the Selling Shareholders against certain
liabilities, including liabilities under Securities Act.
LEGAL MATTERS
A legal opinion to the effect that the Shares are legally issued, fully paid
and nonassessable has been rendered by Powell, Goldstein, Frazer & Murphy,
Sixteenth Floor, 191 Peachtree Street, N.E., Atlanta, Georgia 30303.
EXPERTS
The consolidated financial statements and schedules of the Company included
or incorporated by reference in the Company's Annual Report on Form 10-K for
the year ended December 31, 1995 have been audited by Joseph Decosimo and
Company, Atlanta, Georgia, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements and schedules are incorporated herein by
reference in reliance upon such report given upon the authority of such firm
as experts in accounting and auditing.
The financial statements of MedAlliance Imaging Centers (a division of
MedAlliance, Inc.) contained in Form 8-K/A dated June 30, 1995 (Commission
File No. 1-11654) have been audited by Deloitte & Touche LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements and
schedules are incorporated herein by reference in reliance upon such report
given upon the authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions thereof, filed by the Company with the
Commission under the Exchange Act (File No. 1-11654), are incorporated herein
by reference.
(a) Annual Report on Form 10-K for the year ended December 31, 1995;
-6-
<PAGE>
(b) Current Report on Form 10-Q for the quarter ended March 31, 1996;
(c) The description of the Company's Common Stock contained in the
Company's Form 8-A dated January 11, 1993; and
(d) The financial statements of MedAlliance Imaging Centers (a division
of MedAlliance, Inc.) contained in the Company's Form 8-K/A dated
June 30, 1995.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date hereof and prior to the date
upon which this offering is terminated shall be deemed to be incorporated by
reference herein and to be part hereof from the date any such document is
filed.
Any statements contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof to the extent that a statement contained herein (or in any
other subsequently filed document which also incorporated by reference herein)
modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed to constitute a part hereof except as so
modified or superseded. All information appearing in this Prospectus is
qualified in its entirety by the information and financial statements
(including notes thereto) appearing in the documents incorporated herein by
reference, except to the extent set forth in this paragraph.
_________________________________________
NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING COVERED BY THIS
PROSPECTUS. IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE
RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
SHAREHOLDERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL, OR A
SOLICITATION OF AN OFFER TO BUY, THE SHARES OF COMMON STOCK IN ANY
JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL TO MAKE SUCH
OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE
MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN IMPLICATION THAT
THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN
THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
_________________________________________
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration fee to the Securities
and Exchange Commission .......................... $ 2,443
Accounting fees and expenses ...................... 5,000
Legal fees and expenses............................ 10,000
-------
Miscellaneous expenses............................. 2,000
-------
Total........................................ $19,443
=======
The foregoing items, except for the Securities and Exchange Commission
registration fee additional listing fee, are estimated. The Company has
agreed to bear all expenses (other than selling commissions) in connection
with the registration and sale of the Shares.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Registrant to, and the Bylaws of the Registrant provide 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
(other than an action, suit or proceeding by or in the right of the
Registrant) by reason of the fact that he or she is or was a director or
officer of the Registrant, or is or was serving at the request of the
Registrant as a director or officer 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 or her in
connection with such action, suit or proceeding if he or she acted in good
faith and in a manner he or she reasonably believed to be in or not opposed to
the best interests of the Registrant, and with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful; except that, in the case of an action or suit by or in the right of
the Registrant, 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 to the
Registrant unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine that such person is fairly and reasonably entitled to indemnity for
proper expenses.
Pursuant to Section 145 of the General Corporation Law of the State of
Delaware, the Registrant's Bylaws provide for indemnification of officers and
directors of the Registrant and persons serving at the request of the
Registrant in such capacities of other business organizations against certain
losses, costs, liabilities and expenses incurred by reason of their positions
with the Registrant or such other business organizations.
The Registrant's Certificate of Incorporation contains a provision which
eliminates, to the fullest extent permitted by law, director liability for
monetary damages for breaches of fiduciary duty of care.
II-1
<PAGE>
The Registrant has entered into an Indemnification Agreement (the
"Indemnification Agreement") with each of its directors and officers. The
Indemnification Agreement sets forth certain procedural matters relating to
indemnification, including the manner in which an indemnified party may make a
claim and the right of an indemnified party to court adjudication of his or
her claim if indemnification is denied by the Registrant.
The Registrant maintains an insurance policy insuring the Registrant and
directors and officers of the Registrant against certain liabilities,
including liabilities under the Securities Act of 1933.
ITEM 16. EXHIBITS.
Exhibit
Number Description
------ -----------
4(a) Restated Certificate of Incorporation of the Registrant, as filed
with the Secretary of State of Delaware on March 9, 1990.(1)
4(b) Restated Bylaws of Registrant.(2)
4(c) Form of Indenture between the Registrant and The Provident Bank,
Cincinnati, Ohio, as trustee.(3)
4(e) Successor Rights Agreement between the Registrant and First Union
National Bank of North Carolina as Successor Rights Agent dated as
of September 1, 1992.(4)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the legality of
the securities being registered.
23(a) Consent of Joseph Decosimo and Company.
23(b) Consent of Deloitte & Touche LLP.
23(c) The consent of Powell, Goldstein, Frazer & Murphy is contained in
its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see the signature page to this Registration
Statement).
99 Form of Registration Agreement by and among the Registrant and the
Selling Shareholders.
____________________
(1) Incorporated herein by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(File No. 0-14746)
II-2
<PAGE>
(2) Incorporated herein by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(File No. 0-14746)
(3) Incorporated herein by reference to exhibit of same number of Amendment
No. 2 to Registrant's Registration Statement on Form S-2 filed June 14,
1990. (Reg. No. 33-34161)
(4) Incorporated herein by reference to exhibit of same number of
Registrant's Annual Report on Form 10-K for fiscal year ended December
31, 1992. (File No. 0-14746)
II-3
<PAGE>
ITEM 17. UNDERTAKINGS.
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 the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
Provided, however, that paragraphs (1)(i) and (1)(ii) 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 the Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Securities Act of 1933 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 to the questions
II-4
<PAGE>
whether such indemnification by it is against public policy as expressed in
the Securities Act of 1933 and will be governed by the final adjudication of
such issue.
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe it meets all of the
requirements for filing on 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 Atlanta, State of Georgia, on August 7, 1996.
HEALTH IMAGES, INC.
By:/S/ Robert D. Carl, III
-------------------------------------
Robert D. Carl, III
Chairman, President and Chief
Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints ROBERT D. CARL, III and ROBIN EUBANKS MURRAY,
and each of them, as his or her true and lawful attorneys-in-fact and agents,
with full power of substitution and resubstitution, for him or her and in his
or her name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration
Statement, to sign any related registration statement pursuant to Rule 462(b)
of the Securities Act of 1933, and to file the same with all exhibits thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or either
of them, or their or his or her substitute or substitutes, may lawfully do or
cause to be done by virtue hereof.
II-6
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons on
behalf of the Registrant and in the capacities and on the dates indicated:
SIGNATURES TITLE DATE
---------- ----- -----
/S/ Robert D. Carl, III Chairman of the Board, August 7, 1996
- ---------------------------- President and Chief
Robert D. Carl, III Executive Officer
/S/ Anthony T. Prescott Senior Executive Vice August 7, 1996
- ---------------------------- President, Chief Operating
Anthony T. Prescott Officer and Director
/S/ Ron L. Clark, Jr. Treasurer and Controller August 7, 1996
- ---------------------------- (Principal Financial and
Ron L. Clark, Jr. Accounting Officer)
/S/ Marc I. Raphaelson, M.D. Director August 7, 1996
- ----------------------------
Marc I. Raphaelson, M.D.
/S/ William E. Whitesell, Ph.D. Director August 7, 1996
- ----------------------------
William E. Whitesell, Ph.D.
/S/ Jack O. Greenberg, M.D. Director August 7, 1996
- ----------------------------
Jack O. Greenberg, M.D.
/S/ Robert L. Taylor Director August 7, 1996
- ----------------------------
Robert L. Taylor
/S/ Stuart B. Strasner, Sr. Director August 7, 1996
- ----------------------------
Stuart B. Strasner, Sr.
II-7
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description Page
- --------- ----------- ----
4(a) Restated Certificate of Incorporation of the Registrant,
as filed with the Secretary of State of Delaware on
March 9, 1990.(1)
4(b) Restated Bylaws of Registrant.(2)
4(c) Form of Indenture between the Registrant and The Provident
Bank, Cincinnati, Ohio, as trustee.(3)
4(e) Successor Rights Agreement between the Registrant and First
Union National Bank of North Carolina as Successor Rights
Agent dated as of September 1, 1992.(4)
5 Opinion of Powell, Goldstein, Frazer & Murphy as to the
legality of the securities being registered.
23(a) Consent of Joseph Decosimo and Company.
23(b) Consent of Deloitte & Touche LLP.
23(c) The consent of Powell, Goldstein, Frazer & Murphy is
contained in its opinion filed as Exhibit 5 hereto.
24 Power of Attorney (see the signature page to this
Registration Statement).
99 Form of Registration Agreement by and among the Registrant
and the Selling Shareholders
____________________
(1) Incorporated herein by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(File No. 0-14746)
(2) Incorporated herein by reference to Exhibit 4(a) to the Registrant's
Annual Report on Form 10-K for the fiscal year ended December 31, 1989.
(File No. 0-14746)
(3) Incorporated herein by reference to exhibit of same number of Amendment
No. 2 to Registrant's Registration Statement on Form S-2 filed June 14,
1990. (Reg. No. 33-34161)
II-8
<PAGE>
(4) Incorporated herein by reference to exhibit of same number of
Registrant's Annual Report on Form 10-K for fiscal year ended December
31, 1992. (File No. 0-14746)
II-9
<PAGE>
EXHIBIT 5
August 6, 1996
Health Images, Inc.
8601 Dunwoody Place
Building 200
Atlanta, Georgia 30350
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have served as counsel for Health Images, Inc., a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, pursuant to a Registration Statement on Form S-3 (the
"Registration Statement") of an aggregate of 708,000 shares (the "Shares") of
common stock, $.01 par value, of the Company, which are subject to options and
warrants held by certain present and former officers, directors and employees of
the Company ("Options").
We have examined and are familiar with originals or copies (certified,
photostatic or otherwise identified to our satisfaction) of such documents,
corporate records and other instruments relating to the incorporation of the
Company and the adoption of the Plan as we have deemed necessary and advisable.
In all such examinations, we have assumed the genuineness of all signatures
on all originals and copies of documents we have examined, the authenticity of
all documents submitted to us as originals and the conformity to original
documents of all certified, conformed or photostatic copies. As to questions of
fact material and relevant to our opinion, we have relied upon certificates or
representations of Company officials and of appropriate state, local and federal
officials.
We express no opinion as to matters under or involving laws other than the
laws of the State of Georgia and the Delaware General Corporation Law.
<PAGE>
Based upon and subject to the foregoing and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares upon receipt of lawful
consideration therefor upon exercise of the Options, such Shares will
be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.
Very truly yours,
POWELL, GOLDSTEIN, FRAZER & MURPHY
<PAGE>
EXHIBIT 23(a)
CONSENT OF JOSEPH DECOSIMO AND COMPANY
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus of Health Images,
Inc. for the registration of 708,000 shares of its common stock, $.01 par
value per share, and to the incorporation by reference therein of our report
dated February 23, 1996, 1996, with respect to the consolidated financial
statements and schedules of Health Images, Inc. included or incorporated by
reference in its Annual Report (Form 10-K) for the year ended December 31,
1995, filed with the Securities and Exchange Commission.
JOSEPH DECOSIMO AND COMPANY
Atlanta, Georgia
August 8, 1996
<PAGE>
EXHIBIT 23(b)
CONSENT OF DELOITTE & TOUCHE LLP
We consent to the incorporation by reference in this Registration Statement
of Health Images, Inc. on Form S-3 of our report dated May 26, 1995 (relative
to the financial statements of MedAlliance Imaging Centers - a division of
MedAlliance, Inc. ), appearing in Amendment No. 1 on Form 8-K/A dated June 30,
1995 to current report on Form 8-K of Health Images, Inc. and to the reference
to us under the heading "Experts" in the Registration Statement.
DELOITTE & TOUCHE, LLP
Nashville, Tennessee
July 26, 1996
<PAGE>
EXHIBIT 99
REGISTRATION AGREEMENT
This Registration Agreement (the "Agreement") is made this 7th day of
August, 1996 by and among Health Images, Inc., a Delaware corporation (the
"Corporation"), and those individuals who are signatories hereto (individually,
a "Stockholder" and collectively, the "Stockholders").
RECITALS
WHEREAS, each of the Stockholders holds stock options or warrants entitling
them to purchase that number of shares of common stock of the Corporation, $.01
par value par share (the "Common Stock"), set forth opposite such Stockholder's
name on Attachment 1 hereto (the "Options");
WHEREAS, the Stockholders desire the Corporation to register the shares of
Common Stock issuable upon the exercise of the Options under the Securities Act
(as hereafter defined) for resale by the Stockholders;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, the parties hereto agree as follows:
1. Definitions.
(a) The terms "register," "registered" and "registration" refer to a
registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act, as defined herein, and
the automatic effectiveness or the declaration or ordering of effectiveness of
such registration statement or document.
(b) The term "Registrable Securities" means shares of Common Stock
that may be issued to any Stockholder upon exercise of any Option, but shall not
include any Common Stock that (i) has been effectively registered under the
Securities Act and disposed of in accordance with a registration statement
covering such security, (ii) has been distributed to the public pursuant to Rule
144 under the Securities Act.
(c) The term "Form S-3" means such form under the Securities Act as
in effect on the date hereof or any successor registration form to Form S-3
under any amendment to the Securities Act subsequently adopted by the SEC, as
defined herein.
(d) The term "affiliate" means a person or entity directly or
indirectly controlled by, controlling or under common control with another
person or entity.
(e) The term "SEC" means the Securities and Exchange Commission.
1
<PAGE>
(f) The term "Securities Act" means the Securities Act of 1933, as
amended.
(g) The term "Exchange Act" means the Securities Exchange Act of
1934, as amended.
2. Registration.
(a) The Corporation shall use its best efforts to prepare and file
with the SEC as soon as practicable after the date hereof a registration
statement on Form S-3 (the "Registration Statement") for the registration of the
Registrable Securities for resale by the Stockholders under the Securities Act
and shall, subject to receipt of necessary information from the Stockholders
pursuant to Section 4 hereof, use its best efforts to have such registration
become effective as soon as practicable after the date hereof.
(b) The Corporation shall prepare and file with the SEC such
amendments and supplements to the Registration Statement and the prospectus used
in connection therewith as may be necessary to keep the Registration Statement
effective until the earlier of (i) the time when all the Registrable Securities
covered by the Registration Statement have been sold by the Stockholders or (ii)
the date as of which each Stockholder is entitled to sell all remaining
Registerable Securities covered by the Registration Statement held by such
Stockholder, without limitation as to volume, pursuant to Rule 144 under the
Securities Act.
(c) Subject to compliance with the obligations imposed by federal and
state securities laws and the terms of this Agreement, each Stockholder shall be
entitled to make sales of Registrable Securities pursuant the Registration
Statement without limit.
3. Obligations of the Corporation.
The Corporation shall:
(a) Prepare and file with the SEC such amendments and supplements to
the Registration Statement and the prospectus used in connection therewith, and
use its best efforts to cause each such amendment to become effective, as may be
necessary to comply with the provisions of the Securities Act with respect to
the disposition of Registrable Securities;
(b) Furnish to the Stockholders such reasonable number of copies of
the Registration Statement, each amendment and supplement thereto, the
prospectus used in connection therewith, any documents incorporated by reference
into the Registration Statement and such other documents as they may reasonably
request in order to facilitate the disposition of Registrable Securities owned
by them;
2
<PAGE>
(c) Use its best efforts to register or qualify the Registrable
Securities covered by the Registration Statement under the securities or Blue
Sky laws of such jurisdictions as shall be reasonably requested by the
Stockholders, and do any and all other acts and things which may be necessary or
desirable to consummate the disposition of the Registrable Securities in such
jurisdictions, except that the Corporation shall not for any such purpose be
required to qualify generally to do business as a foreign corporation in any
jurisdiction wherein it would not, but for the requirements of this paragraph
(c), be obligated to be so qualified or to consent to general service of process
in any such jurisdiction;
(d) Promptly notify each Stockholder, at any time when a prospectus
relating thereto is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included in the
Registration Statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances then existing and promptly file such amendments and supplements
which may be required pursuant to paragraph (a) of this Section 3 on account of
such event and use its best efforts to cause each such amendment and supplement
to become effective;
(e) Use its best efforts to cause the Registerable Securities to be
listed on a national securities exchange; and
(f) Otherwise use its best efforts to comply with all applicable
rules and regulations of the SEC.
4. Furnishing of Information.
It shall be a condition precedent to the obligations of the
Corporation to take any action pursuant to this Agreement that the selling
Stockholders shall furnish to the Corporation such information regarding
themselves or the Registrable Securities held by them, and the intended method
of disposition of such securities, as shall be reasonably requested by the
Corporation in order to effect the registration of their Registrable Securities.
5. Expenses
The Corporation shall bear all expenses (other than selling commissions) in
connection with the registration and sale of the Shares.
6. Indemnification.
In the event any Registrable Securities are included in the
Registration Statement under this Agreement:
(a) To the fullest extent permitted by law, the Corporation will and
hereby does indemnify and hold harmless each
3
<PAGE>
selling Stockholder, the officers, directors, shareholders and partners of such
Stockholder and each person, if any, who controls such Stockholder within the
meaning of the Securities Act or the Exchange Act, against any losses, claims,
damages or liabilities (joint or several) to which they may become subject under
the Securities Act, the Exchange Act or other federal or state law or common
law, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) arise out of or are based upon any of the following statements,
omissions or violations (each a "Violation"): (i) any untrue statement or
alleged untrue statement of a material fact contained in the Registration
Statement, or the omission or alleged omission to state therein a material fact
required to be stated therein or necessary to make the statements therein not
misleading (including in any prospectus included therein), unless such untrue
statement or alleged untrue statement or omission or alleged omission was
contained in or omitted from a preliminary prospectus and corrected in a final
or amended prospectus and the selling Stockholder failed to deliver a copy of
the final or amended prospectus at or prior to the confirmation of the same of
the registered securities to the persons asserting any such loss, claim, damage
or liability in the case where such delivery is required by the Securities Act,
or (ii) any other violation by the Corporation of the Securities Act or any
other securities law or any rule or regulation promulgated thereunder. The
Corporation will reimburse each such selling Stockholder, officer, director,
shareholder, partner or controlling person for any legal or other expenses
reasonably incurred by them in connection with investigations or defending any
such loss, claim, damage, liability or action. The indemnity provisions
contained in this Section 6(a) shall not apply to amounts paid in settlement of
any loss, claim, damage, liability or action if such settlement is effected
without the consent of the Corporation (which consent shall not be unreasonably
withheld), nor shall the Corporation be liable to a Stockholder in any such case
for any such loss, claim, damage, liability or action to the extent that it
arises out of or is based upon a Violation which occurs in reliance upon and in
conformity with written information furnished by or on behalf of such
Stockholder or controlling person.
(b) To the fullest extent permitted by law, each selling Stockholder
will and hereby does indemnify and hold harmless the Corporation, each of its
directors, each of its officers, each person, if any, who controls the
Corporation within the meaning of the Securities Act or Exchange Act, each agent
and any other selling Stockholder selling securities in the Registration
Statement and any of its directors, officers or partners or any person who
controls such selling Stockholder, against any losses, claims, damages or
liabilities (joint or several) to which they may become subject under the
Securities Act, the Exchange Act or other federal or state or common law,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any Violation, in each case to the
extent (and only to the extent) that such Violation occurs in reliance upon or
in conformity with written
4
<PAGE>
information furnished by or on behalf of such Stockholder for inclusion in the
Registration Statement; and each such selling Stockholder will reimburse any
legal or other expenses reasonably incurred by (x) the Corporation or any such
director, officer, agent, controlling person of the Corporation, or (y) any
other selling Stockholder, officer, director, partner or controlling person in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the liability of each selling
Stockholder hereunder shall be limited to the proportion of any such loss,
claim, damage, liability or expense which is equal to the proportion that the
total price to the public at which the registered securities sold by such
selling Stockholder under the Registration Statement bears to the total public
offering price of all securities, but not in any event to exceed the proceeds
received by such selling Stockholder from the sale of Registrable Securities
covered by the Registration Statement. The indemnity provisions contained in
this Section 6(b) shall not apply to amounts paid in settlement of any such
loss, claim, damage, liability or action if such settlement is effected without
the consent of the selling Stockholder (which consent shall not be unreasonably
withheld) nor shall the selling Stockholder be liable to the Corporation in any
case in which such untrue statement or alleged untrue statement or omission or
alleged omission was contained in a preliminary prospectus and corrected in a
final or amended prospectus, and the Corporation failed to deliver a copy of the
final or amended prospectus at or prior to the confirmation of the sale of the
securities to the person assuming any such loss, claim, damage, or liability in
any case where such delivery is required by the Securities Act.
(c) Each indemnified party or parties shall give reasonably prompt
notice to each indemnifying party or parties of any action or proceeding
commenced against it in respect of which indemnity may be sought hereunder, but
failure to so notify an indemnifying party or parties shall not relieve it or
them from any liability which it or they may have under these indemnity
provisions, except to the extent that the indemnifying party is materially
prejudiced by such failure to give notice. If the indemnifying party or parties
so elect within a reasonable time after receipt of such notice, the indemnifying
party or parties may assume the defense of such action or proceeding at such
indemnifying party's or parties' expense with counsel chosen by the indemnifying
party or parties and approved by the indemnified party defendant in such action
or proceeding, which approval shall not be unreasonably withheld; provided,
however, that if such indemnified party or parties determine in good faith that
a conflict of interest exists and that therefore it is advisable for such
indemnified party or parties to be represented by separate counsel or that, upon
advice of counsel, there may be legal defenses available to it or them which are
different from or in addition to those available to the indemnifying party, then
the indemnifying party or parties shall not be entitled to assume such defense
and the indemnified party or parties shall be entitled to separate counsel at
the indemnifying party's or parties' expense. If an
5
<PAGE>
indemnifying party or parties are not so entitled to assume the defense of such
action or do not assume such defense, after having received the notice referred
to in the first sentence of this paragraph, the indemnifying party or parties
will pay the reasonable fees and expenses of counsel for the indemnified party
or parties. Notwithstanding the foregoing, the indemnifying party shall not be
obligated to pay the reasonable fees and expenses of more than one counsel for
the indemnified parties with respect to any claim, unless in the reasonable
judgment of counsel to any indemnified party, expressed in a writing delivered
to the indemnifying party, a conflict of interest may exist between such
indemnified party and any other indemnified party with respect to such claim, in
which event the indemnifying party shall be obligated to pay the reasonable fees
and expenses of such additional counsel or counsels (which shall be limited to
one counsel per indemnified party). No indemnifying party or parties will be
liable for any settlement effected without the written consent of such
indemnifying party or parties, which consent shall not be unreasonably withheld.
If an indemnifying party is entitled to assume, and assumes, the defense of
such action or proceeding in accordance with this paragraph, such indemnifying
party or parties shall not, except as otherwise provided in this subsection (c),
be liable for any fees and expenses of counsel for the indemnified parties
incurred thereafter in connection with such action or proceeding.
(d) If the indemnification provided for in this Section 6 is
unavailable to a party that would have been an indemnified party under this
Section 6 in respect of any claims referred to herein, then each party that
would have been an indemnifying party hereunder shall, in lieu of indemnifying
such indemnified party, contribute to the amount paid or payable by such
indemnified party as a result of such claims in such proportion as is
appropriate to reflect the relative fault of the indemnifying party or parties
on the one hand and such indemnified party on the other in connection with the
action, statement or omission which resulted in such claims, as well as any
other relevant equitable considerations. The relative fault shall be determined
by reference to, among other things, whether the untrue or alleged omission to
state a material fact relates to information supplied by the indemnifying party
or such indemnified party and the parties' relative intent, knowledge, access to
information and opportunity to correct or prevent such statement or omission.
Notwithstanding the foregoing provisions of this Section 6(d), a selling
Stockholder of registered securities shall not as an indemnifying party be
required to contribute any amount in excess of (x) the amount by which the total
price at which the registered securities sold by such indemnifying party were
offered to the public exceeds (y) the amount of any damages which such
indemnifying party has otherwise been required to pay by reason of such action,
untrue or alleged untrue statement or omission or alleged omission. The
Corporation and each selling Stockholder of registered securities agrees that it
would not be just and equitable if contribution pursuant to this Section 6(d)
were determined by pro rata allocation or by any other method of
6
<PAGE>
allocation which does not take account of the equitable considerations referred
to above in this Section 6(d). The amount paid or payable by an indemnified
party as a result of the claims referred to above in this Section 6(d) shall
include any legal or other expenses reasonably incurred by such indemnified
party in connection with investigation or defending any such action or claim.
(e) Without the prior written consent of the indemnified party, no
indemnifying party shall consent to entry of judgment or enter into any
settlement which does not include as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release of all
liability in respect of such claim.
(f) No person guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any person who was not guilty of fraudulent misrepresentation
within the meaning of such Section 11(f).
7. Holdback Agreements.
Upon the request of the underwriters managing a public offering for
sale by the Corporation of its securities, each Stockholder shall not sell or
otherwise transfer or dispose of any Registrable Securities for up to 180 days
following the effective date of a registration statement filed by the
Corporation under the Securities Act covering the offer and sale of the
Corporation's common stock or such other securities by the Corporation in an
underwritten offering without the prior written consent of the underwriters for
such offering. The Corporation may impose stop transfer restrictions with
respect to Registrable Securities subject to the foregoing restriction until the
end of the 180-day period set forth above.
8. Prospectus Requirements.
Each Stockholder hereby covenants with the Corporation that it will
promptly advise the Corporation of any changes in the information concerning
each Stockholder contained in the Registration Statement and that such
Stockholder will not make any sale of Registrable Securities pursuant to the
Registration Statement without complying with the prospectus delivery
requirements of the Securities Act. Each Stockholder acknowledges that
occasionally there may be times when the Corporation must temporarily suspend
the use of the prospectus forming a part of the Registration Statement until
such time as an amendment to the Registration Statement has been filed by the
Corporation and declared effective by the SEC, the relevant prospectus
supplemented by the Corporation or until such time as the Corporation has filed
an appropriate report with the SEC pursuant to the Exchange Act. During any
period in which sales are suspended and upon notice of such suspension from the
Corporation, each Stockholder agrees not
7
<PAGE>
to sell any such Registrable Securities pursuant to any such prospectus. Each
Stockholder covenants that he will not sell any Registrable Securities pursuant
to any such prospectus during the period commencing at the time at which the
Corporation gives such Stockholder notice of the suspension of the use of said
prospectus and ending at the time the Corporation gives notice that such
Stockholder may thereafter effect sales pursuant to said prospectus.
9. Notices.
All notices, requests, demands and other communications which are
required to be or may be given under this Agreement shall be in writing and
shall be deemed to have been duly given when delivered in person or upon receipt
when transmitted by telecopy or telex or after dispatch by certified or
registered first class mail, postage prepaid, return receipt requested, or
Federal Express, to the party to whom the same is so given or made:
If to the Corporation, to: Health Images, Inc.
8601 Dunwoody Place
Building 200
Atlanta, Georgia 30350
Attn: Robin Eubanks Murray, Esq.
or to such other person at such other place as the Corporation shall designate
to the Stockholders in writing;
with a copy to: Powell, Goldstein, Frazer & Murphy
191 Peachtree Street, N.E.
Sixteenth Floor
Atlanta, Georgia 30303
Attn: Gabriel Dumitrescu, Esq.
If to a Stockholder, to the address set forth on Attachment 2 hereto or to
such other address subsequently provided by such Stockholder to the Corporation.
10. Entire Agreement.
This Agreement constitutes the entire agreement between the parties
hereto and supersedes all prior agreements, representations, warranties,
statements, promises, and understandings, whether written or oral, with respect
to the subject matter thereof, and cannot be changed or terminated orally. No
party hereto shall be bound by or charged with any written or oral agreements,
representations, warranties, statements, promises, or understandings not
specifically set forth in this Agreement.
11. Headings; Certain Terms.
The section and other headings contained in this Agreement are for
reference purposes only and shall not be deemed
8
<PAGE>
to be part of this Agreement or to affect the meaning or interpretation of this
Agreement.
12. Governing Law.
All questions concerning the construction, validity and interpretation
of this Agreement will be governed by the law of the State of Delaware.
13. Severability.
If any term or provision of this Agreement shall to any extent be
invalid or unenforceable, the remainder of this Agreement shall not be affected
thereby, and each term and provision of this Agreement shall be valid and
enforceable to the fullest extent permitted by law. Upon the determination that
any term or other provision is invalid, illegal or incapable of being enforced,
the parties shall negotiate in good faith to modify this Agreement so as to
effect their original intent as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.
14. Termination of Agreement.
This Agreement shall terminate on the date as of which the
Corporation is no longer required to maintain the Registrable Securities
effective as provided in Section 2(b) of this Agreement. The provisions of
Section 6 of this Agreement shall survive any such termination.
15. Amendments and Waivers.
Except as otherwise provided herein, the provisions of this Agreement
may be amended or waived upon the prior written consent of the Corporation and
the Stockholders of at least 51% of the Registrable Securities outstanding at
the time.
16. Section References.
All references contained in this Agreement to any section number are
references to sections of this Agreement unless otherwise specifically stated.
17. Counterparts.
This Agreement may be executed in any number of counterparts, each of
which, when executed, shall be deemed to be an original and all of which
together shall be deemed to be one and the same instrument.
18. Binding Effect.
9
<PAGE>
This Agreement shall be binding on all successors and assigns of the
Corporation, whether by merger, reorganization, sale of assets or otherwise.
IN WITNESS WHEREOF, the parties hereto have signed this Agreement, or have
caused this Agreement to be signed on their behalf by an officer or
representative thereunder duly authorized, on the respective dates states below.
HEALTH IMAGES, INC.
By: /S/ Anthony T. Prescott
------------------------------
Name: Anthony T. Prescott
Title: COO
STOCKHOLDERS:
/S/ Willis A. Wilson
----------------------------------
Willis A. Wilson
/S/ Jack O. Greenberg, M.D.
----------------------------------
Jack O. Greenberg, M.D.
/S/ James P. Gelhard
----------------------------------
James P. Gelhard
/S/ Marc I. Raphaelson, M.D.
----------------------------------
Marc I. Raphaelson, M.D.
/S/ Michael R. Scott
----------------------------------
Michael R. Scott
/S/ Sandra K. Brum
----------------------------------
Sandra K. Brum
/S/ Stephen P. Grahek, M.D.
----------------------------------
Stephen P. Grahek, M.D.
/S/ Stuart B. Strasner, Sr.
----------------------------------
Stuart B. Strasner, Sr.
/S/ William E. Whitesell, Ph.D.
----------------------------------
William E. Whitesell, Ph.D.
/S/ Robert L. Taylor
----------------------------------
Robert L. Taylor
/S/ Robert D. Carl, III
----------------------------------
Robert D. Carl, III
10
<PAGE>
<TABLE>
<CAPTION>
Attachment 1
Options
Number Number Number
Name Date Granted of Shares of Shares of Shares Total
Granted Expires Price Granted Exercised Cancelled Vested
<S> <C> <C> <C> <C> <C> <C> <C>
Bill Wilson 09/11/92 09/11/02 13,500 50,000 36,667
Jack Greenberg 06/02/95 06/02/05 5,000 3,000 917
James Gelhard 11/09/90 12/9/00 8,360 3,000 3,000
James Gelhard 09/14/91 09/14/01 13,500 10,000 9,167
Marc Raphaelson 09/14/91 09/14/01 13,500 10,000 9,167
Marc Raphaelson 10/10/89 10/10/99 6,375 3,000 3,000
Michael R. Scott 09/14/91 09/14/01 13,500 50,000 45,833
Michael R. Scott 08/07/90 08/7/00 9,750 20,000 20,000
Robert D. Carl,
III 06/07/90 08/7/00 10,725 50,000 50,000
Robert D. Carl,
III 09/14/91 09/14/01 13,500 100,000 91,667
Robert D. Carl,
III 10/10/89 10/10/99 6,375 20,000 20,000
Robert D. Carl,
III 12/10/86 12/10/96 6,000 40,000 40,000
Sandra Brum 09/14/91 09/14/01 13,500 50,000 45,833
Stephen P.
Grahek, M.D. 12/10/86 12/10/96 6,000 30,000 30,000
</TABLE>
11
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C> <C> <C> <C> <C> <C>
Robert L.
Taylor -------- -------- ------ 3,000 -----
Stuart
Strasner 06/02/95 12/10/96 5,000 3,000 917
Ted Turner 10/10/89 10/10/99 6,375 3,000 3,000
William
Whitesell 10/10/89 10/10/99 6,375 3,000 3,000
William
Whitesell 09/14/91 09/14/01 13,500 10,000 9,167
-------------------------------------------
474,000 0 4,333 432,167
</TABLE>
12
<PAGE>
Attachment 2
Stockholder Notice Addresses
1. W.A. Wilson (Home)
2691 West Wesley Road, NW
Atlanta, Georgia 30327
2. Jack O. Greenberg, M.D. (Office)
Health Images of Philadelphia
5090 Summerdale Avenue
Philadelphia, Pennsylvania 19124
3. James P. Gelhardt (Home)
742 Barrholly Drive
Lancaster, Pennsylvania 17603
4. Sandra K. Brum (Home)
2100 Habersham Marina Road
202B
Cumming, Georgia 30130
5. Steven P. Grahek, M.D. (Home)
1205 Pine Street
Santa Monica, California 90405
6. Stuart B. Strasner (Home)
2532 NW 60th Street
Oklahoma City, Oklahoma 73112-7113
7. Marc I. Raphaelson, M.D. (Office)
801 Toll House Avenue
Building H-6
Frederick, Maryland 21701
8. Michael R. Scott (Home)
1465 Loblolly Lane - Home
Cumming, Georgia 30131
9. Robert D. Carl, III (Home)
857 Hillwood Drive
Marietta, Georgia 30067
10. William Whitesell, Ph.D. (Home)
580 N. School Lane
Lancaster, Pennsylvania 17603
11. Robert L. Taylor (Home)
130 May Glen Way
Roswell, Georgia 30076
13
