<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 11, 1997
Registration No. 333-33817
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------
AMENDMENT NO. 8
TO
FORM S-2
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
ALLIANCE IMAGING, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0239910
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ROYAL MEDICAL HEALTH SERVICES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
PENNSYLVANIA 8099 25-1738355
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
<PAGE>
ALLIANCE IMAGING OF OHIO, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0768045
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ALLIANCE IMAGING OF MICHIGAN, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
DELAWARE 8099 33-0779723
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
ALLIANCE IMAGING OF CENTRAL GEORGIA, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
---------------
GEORGIA 8099 33-0606074
(STATE OR OTHER (PRIMARY STANDARD (I.R.S.
JURISDICTION INDUSTRIALCLASSIFICATION EMPLOYERIDENTIFICATION
OFINCORPORATION OR CODE NUMBER) NUMBER)
ORGANIZATION)
---------------
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
---------------
MR. RICHARD N. ZEHNER, CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
1065 NORTH PACIFICENTER DRIVE, SUITE 200
ANAHEIM, CALIFORNIA 92806
(714) 688-7100
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
---------------
WITH COPIES TO:
ANTHONY T. ILER, ESQ. JOHN J. SUYDAM, ESQ. JAMES J. CLARK, ESQ.
IRELL & MANELLA LLP O'SULLIVAN GRAEV & CAHILL GORDON & REINDEL
333 SOUTH HOPE STREET KARABELL, LLP 80 PINE STREET
SUITE 3300 30 ROCKEFELLER PLAZA NEW YORK, NEW YORK 10005
LOS ANGELES, CALIFORNIA NEW YORK, NEW YORK 10112 (212) 701-3000
90071 (212) 408-2400
(213) 620-1555
---------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, check the following box. [_]
If the registrant elects to deliver its latest annual report to security
holders, or a complete and legible facsimile thereof, pursuant to Item
11(a)(1) of this Form, check the following box. [_]
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. [_]
---------------
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.
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
<PAGE>
EXPLANATORY NOTE
This Amendment No. 8 to the Registration Statement on Form S-2 (File No. 333-
33817) of Alliance Imaging, Inc. consists solely of the filing of Exhibit 5.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses in connection with the
sale and distribution of the securities being registered, other than
underwriting discounts and commissions. All of the amounts shown are estimated
except the Securities and Exchange Commission registration fee and the
National Association of Securities Dealers, Inc. filing fee.
<TABLE>
<S> <C>
SEC registration fee......................................... $ 51,515
NASD filing fee.............................................. 17,500
Blue sky fees and expenses................................... 65,000
Printing and engraving expenses.............................. 700,000
Legal fees and expenses...................................... 1,100,000
Accounting fees and expenses................................. 400,000
Trustee fees and expenses.................................... 10,000
Miscellaneous................................................ 55,985
----------
Total...................................................... $2,400,000
==========
</TABLE>
- --------
* To be provided by amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Company's Restated Certificate of Incorporation, By-Laws and
indemnification agreements with officers and directors provide for
indemnification to the full extent permitted by the laws of the State of
Delaware against and with respect to threatened, pending or completed actions,
suits or proceedings arising from or alleged to arise from, a party's actions
or omissions as a director, officer, employee or agent of the Company or of
any other corporation, partnership, joint venture, trust or other enterprise
which has served in such capacity at the request of the Company if such acts
or omissions occurred or were or are alleged to have occurred, while said
party was a director or officer of the Company; provided, however, the Company
shall not indemnify any director or officer in an action against the Company
unless the Company shall have consented to such action. Generally, under
Delaware law, indemnification will only be available where an officer or
director can establish that he/she acted in good faith and in a manner which
was reasonably believed to be in or not opposed to the best interests of the
Company.
Section 145 of the Delaware Law provides that a corporation may indemnify a
director, officer, employee or agent made a party to an action by reason of
the fact that such person was a director, officer, employee or agent of the
corporation or was serving at the request of the corporation against expenses
actually incurred by such person in connection with such action if such person
acted in good faith and in a manner such person reasonably believed to be in,
or not opposed to, the best interest of the corporation with respect to any
criminal action, and had no reasonable cause to believe his conduct was
unlawful. Delaware Law does not permit a corporation to eliminate a director's
duty of care, and the provisions of the Company's Amended and Restated
Certificate of Incorporation have no effect on the availability of equitable
remedies such as injunction or rescission, based upon a director's breach of
the duty of care. Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers or persons controlling
the Company pursuant to the foregoing provisions and agreements, the Company
has been informed that in the opinion of the Staff of the Securities and
Exchange Commission such indemnification is against policy as expressed in the
Securities Act and is therefore unenforceable.
Reference is made to the form of Underwriting Agreement filed as Exhibit 1
to this Registration Statement, which provides for indemnification of the
directors and officers of the Company signing the Registration Statement and
certain controlling persons of the Company against certain liabilities,
including those arising under the Securities Act, in certain instances by the
Underwriters.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<CAPTION>
EXHIBIT NO. NOTE EXHIBIT DESCRIPTION
- ----------- ---- --------------------------------------------------------------------------
<S> <C> <C>
1 (14) Form of Underwriting Agreement.
2.1 (10) Agreement and Plan of Merger dated as of July 23, 1997 between Alliance
and Newport Investment LLC (the "Recapitalization Merger Agreement").
2.2 (11) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization Merger
Agreement.
2.3 (11) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization
Merger Agreement.
2.4 (11) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization
Merger Agreement.
2.5 (11) Guaranty Letter dated July 22, 1997, from AIF III to Alliance.
3.1 (14) Form of Amended and Restated Certificate of Incorporation of Alliance.
3.2 (14) By-Laws of Alliance, as amended.
4.1 (14) Form of Indenture for the % Senior Subordinated Notes due 2005 and the
Senior Subordinated Floating Rate Notes due 2005 (including the Forms of
Notes as Exhibits A and B thereto) between the Company and IBJ Schroder
Bank & Trust Company, as trustee.
4.2 (14) Form of Guarantee of the Notes.
5 (12) Opinion of O'Sullivan Graev & Karabell, LLP.
9.1 (1) Amended and Restated Voting Trust Agreement between Donaldson, Lufkin &
Jenrette Capital Corporation and Meridian Trust Company dated December 29,
1988.
10.1 (10) Stockholder Agreement dated as of July 23, 1997 among Newport Investment
LLC and the stockholders of Alliance party thereto.
10.2 (4) Registration Rights Agreement dated as of December 31, 1994 among the
Registrant, the Senior Noteholders and the Senior Subordinated
Debentureholders.
10.3 (7) Amended and Restated 1991 Stock Option Plan of Alliance, including forms
of agreement used thereunder.
10.4 (1) Form of Indemnification Agreement between Alliance and its directors
and/or officers.
10.5 (2) Georgia Magnetic Imaging Center, Ltd. Limited Partnership Agreement dated
as of March 22, 1985.
10.6 (2) Amendment to Georgia Magnetic Imaging Center, Ltd., Limited Partnership
Agreement, dated as of July 1, 1993.
10.7 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Terry A. Andrues.
10.8 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Jay A. Mericle.
10.9 (9) Amended and Restated Employment Agreement dated as of May 15, 1997 between
Alliance and Terrence M. White.
10.10 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Neil M.
Cullinan.
10.11 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Cheryl
A. Ford.
10.12 (5) Employment Agreement dated July 7, 1995 between Alliance and Michael W.
Grismer.
10.13 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Richard N. Zehner.
10.14 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Vincent S. Pino.
10.15 (14) Agreement Not to Compete dated as of July 23, 1997 among Newport
Investment LLC, Alliance, Richard N. Zehner and Vincent S. Pino.
10.16 (9) Amended and Restated Long-Term Executive Incentive Plan dated as of July
22, 1997.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C> <C>
10.17 (6) Agreement and Plan of Merger, dated as of April 16, 1996, among Alliance,
Alliance Imaging of Pennsylvania, Inc. and Royal Medical Health Services
Inc.
10.18 (6) Acquisition Agreement, among Alliance, A&M Trucking Inc. and each of Mark
J. Graham and Albert F. Calfo, II, dated April 16, 1996.
10.19 (8) Stock Purchase Agreement, dated as of March 25, 1997, between Alliance and
General Electric Company.
10.20 (14) Form of Credit Agreement.
10.21 (15) Acquisition Agreement dated as of October 17, 1997 among Medical
Consultants Imaging Corp., Bondcat Corp., Chip-Cat Corp., Medical
Consultants Scanning Systems,
Inc., Alliance Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc.,
and Alliance Imaging, Inc.
11 (14) Statement of Computation of Per Share Earnings.
12.1 (11) Statement of Computation of Earnings to Fixed Charges.
21 (11) List of Subsidiaries.
23.1 (14) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (14) Consent of industry consultant.
24.1 (14) Power of Attorney.
25 (14) Statement of Eligibility of IBJ Schroder Bank & Trust Company.
27.1 (14) Financial Data Schedule.
</TABLE>
- --------
(1) Incorporated by reference herein to the indicated exhibits filed in
response to Item 16, "Exhibits" of Alliance's Registration Statement on
Form S-1, No. 33-40805, initially filed on May 24, 1991.
(2) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993.
(3) Incorporated by reference herein to the indicated exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(4) Incorporated by reference herein to Exhibit 4.5 filed in response to Item
7, "Exhibits" of Alliance's Form 8-K Current Report dated January 25,
1995.
(5) Incorporated by reference herein to Exhibit 10.36 filed in response to
Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(6) Incorporated by reference herein to the indicated Exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996.
(7) Incorporated by reference herein to Exhibits filed with Alliance's
Registration Statement on Form S-1, No. 33-40805, initially filed on May
24, 1991 and Alliance's definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held May 16, 1996.
(8) Incorporated by reference herein to the indicated Exhibit in response to
Item 14(a)(3), "Exhibits" of Alliance's Annual Report on Form 10-K for the
year ending December 31, 1996.
(9) Incorporated by reference to indicated exhibits filed in response to Item
6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(10) Incorporated by reference herein to the indicated exhibits filed in
response to Item 5, "Exhibits" of Alliance's Form 8-K Current Report dated
August 1, 1997.
(11) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-4, No
333-33787, initially filed on August 15, 1997.
(12) Filed herewith.
(13) To be filed by amendment.
(14) Previously filed.
(15) Incorporated by reference to the indicated exhibits filed in response to
Item 6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
II-3
<PAGE>
(b) Financial Statement Schedules
Report of Independent Auditors on Financial Statement Schedule
Schedule II--Valuation and Qualifying Accounts
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the DGCL, the Certificate of Incorporation and By-laws,
or otherwise, the Registrant has been advised that in the opinion of the
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 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.
The Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in the form
of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act, each post-effective amendment that contains a form of prospectus 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.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th day of December, 1997.
Alliance Imaging, Inc.
By: /s/ Terrence M. White
___________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
II-5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to the Registration Statement has been signed on the 11th day of
December, 1997, by the following persons in the capacities indicated:
SIGNATURE TITLE
Chairman of the
* Board of
- ------------------------------------- Directors,
RICHARD N. ZEHNER President and
Chief Executive
Officer (Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer
and Secretary
(Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting
Officer)
* Director
- -------------------------------------
JAMES E. BUNCHER
* Director
- -------------------------------------
DOUGLAS M. HAYES
Director
- -------------------------------------
ROBERT B. WALEY-COHEN
* Director
- -------------------------------------
JOHN C. WALLACE
/s/ Terrence M. White
- -------------------------------------
*BY: TERRENCE M. WHITE
ATTORNEY-IN-FACT
II-6
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th day of December, 1997.
Royal Medical Health Services, Inc.
/s/ Terrence M. White
By:__________________________________
Name: Terrence M. White
Title:Senior Vice President,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to the Registration Statement has been signed on the 11th day of
December, 1997, by the following persons in the capacities indicated:
SIGNATURES TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-7
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th day of December, 1997.
Alliance Imaging of Central Georgia,
Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to the Registration Statement has been signed on the 11th day of
December, 1997, by the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-8
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th day of December, 1997.
Alliance Imaging of Ohio, Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to the Registration Statement has been signed on the 11th day of
December, 1997, by the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-9
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Amendment No. 8 to the Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Anaheim, State of California, on the 11th day of December, 1997.
Alliance Imaging of Michigan, Inc.
/s/ Terrence M. White
By: _________________________________
Name: Terrence M. White
Title:Senior Vice President, Chief
Financial Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, this Amendment
No. 8 to the Registration Statement has been signed on the 11th day of
December, 1997, by the following persons in the capacities indicated:
SIGNATURE TITLE
* Chairman of the
- ------------------------------------- Board of Directors,
RICHARD N. ZEHNER President and Chief
Executive Officer
(Principal
Executive Officer)
* Executive Vice
- ------------------------------------- President, Chief
VINCENT S. PINO Operating Officer
and Director
/s/ Terrence M. White Senior Vice
- ------------------------------------- President, Chief
TERRENCE M. WHITE Financial Officer,
Secretary and
Director (Principal
Financial Officer)
* Controller
- ------------------------------------- (Principal
MICHAEL W. GRISMER Accounting Officer)
/s/ Terrence M. White
_____________________________________
*By: Terrence M. White
Attorney-in-Fact
II-10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NO. NOTE EXHIBIT DESCRIPTION
- ----------- ---- --------------------------------------------------------------------------
<S> <C> <C>
1 (14) Form of Underwriting Agreement.
2.1 (10) Agreement and Plan of Merger dated as of July 23, 1997 between Alliance
and Newport Investment LLC (the "Recapitalization Merger Agreement").
2.2 (11) Amendment No. 1 dated as of August 13, 1997 to the Recapitalization Merger
Agreement.
2.3 (11) Amendment No. 2 dated as of October 13, 1997 to the Recapitalization
Merger Agreement.
2.4 (11) Amendment No. 3 dated as of November 10, 1997 to the Recapitalization
Merger Agreement.
2.5 (11) Guaranty Letter dated July 22, 1997, from AIF III to Alliance.
3.1 (14) Form of Amended and Restated Certificate of Incorporation of Alliance.
3.2 (14) By-Laws of Alliance, as amended.
4.1 (14) Form of Indenture for the % Senior Subordinated Notes due 2005 and the
Senior Subordinated Floating Rate Notes due 2005 (including the Forms of
Notes as Exhibits A and B thereto) between the Company and IBJ Schroder
Bank & Trust Company, as trustee.
4.2 (14) Form of Guarantee of the Notes.
5 (12) Opinion of O'Sullivan Graev & Karabell, LLP.
9.1 (1) Amended and Restated Voting Trust Agreement between Donaldson, Lufkin &
Jenrette Capital Corporation and Meridian Trust Company dated December 29,
1988.
10.1 (10) Stockholder Agreement dated as of July 23, 1997 among Newport Investment
LLC and the stockholders of Alliance party thereto.
10.2 (4) Registration Rights Agreement dated as of December 31, 1994 among the
Registrant, the Senior Noteholders and the Senior Subordinated
Debentureholders.
10.3 (7) Amended and Restated 1991 Stock Option Plan of Alliance, including forms
of agreement used thereunder.
10.4 (1) Form of Indemnification Agreement between Alliance and its directors
and/or officers.
10.5 (2) Georgia Magnetic Imaging Center, Ltd. Limited Partnership Agreement dated
as of March 22, 1985.
10.6 (2) Amendment to Georgia Magnetic Imaging Center, Ltd., Limited Partnership
Agreement, dated as of July 1, 1993.
10.7 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Terry A. Andrues.
10.8 (3) Employment Agreement dated as of September 9, 1993 between Alliance and
Jay A. Mericle.
10.9 (9) Amended and Restated Employment Agreement dated as of May 15, 1997 between
Alliance and Terrence M. White.
10.10 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Neil M.
Cullinan.
10.11 (3) Employment Agreement dated as of June 6, 1994 between Alliance and Cheryl
A. Ford.
10.12 (5) Employment Agreement dated July 7, 1995 between Alliance and Michael W.
Grismer.
10.13 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Richard N. Zehner.
10.14 (14) Employment Agreement dated as of July 23, 1997 between Alliance and
Vincent S. Pino.
10.15 (14) Agreement Not to Compete dated as of July 23, 1997 among Newport
Investment LLC, Alliance, Richard N. Zehner and Vincent S. Pino.
10.16 (9) Amended and Restated Long-Term Executive Incentive Plan dated as of July
22, 1997.
</TABLE>
1
<PAGE>
<TABLE>
<S> <C> <C>
10.17 (6) Agreement and Plan of Merger, dated as of April 16, 1996, among Alliance,
Alliance Imaging of Pennsylvania, Inc. and Royal Medical Health Services
Inc.
10.18 (6) Acquisition Agreement, among Alliance, A&M Trucking Inc. and each of Mark
J. Graham and Albert F. Calfo, II, dated April 16, 1996.
10.19 (8) Stock Purchase Agreement, dated as of March 25, 1997, between Alliance and
General Electric Company.
10.20 (14) Form of Credit Agreement.
10.21 (15) Acquisition Agreement dated as of October 17, 1997 among Medical
Consultants Imaging Corp., Bondcat Corp., Chip-Cat Corp., Medical
Consultants Scanning Systems,
Inc., Alliance Imaging of Ohio, Inc., Alliance Imaging of Michigan, Inc.,
and Alliance Imaging, Inc.
11 (14) Statement of Computation of Per Share Earnings.
12.1 (11) Statement of Computation of Earnings to Fixed Charges.
21 (11) List of Subsidiaries.
23.1 (14) Consent of Ernst & Young LLP.
23.3 Consent of O'Sullivan Graev & Karabell, LLP (included in Exhibit 5).
23.4 (14) Consent of industry consultants.
24.1 (14) Power of Attorney.
25 (14) Statement of Eligibility of IBJ Schroder Bank & Trust Company.
27.1 (14) Financial Data Schedule.
</TABLE>
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(1) Incorporated by reference herein to the indicated exhibits filed in
response to Item 16, "Exhibits" of Alliance's Registration Statement on
Form S-1, No. 33-40805, initially filed on May 24, 1991.
(2) Incorporated by reference herein to the indicated exhibits filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended September 30, 1993.
(3) Incorporated by reference herein to the indicated exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended June 30, 1994.
(4) Incorporated by reference herein to Exhibit 4.5 filed in response to Item
7, "Exhibits" of Alliance's Form 8-K Current Report dated January 25,
1995.
(5) Incorporated by reference herein to Exhibit 10.36 filed in response to
Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1995.
(6) Incorporated by reference herein to the indicated Exhibit filed in
response to Item 6(a), "Exhibits" of Alliance's Quarterly Report on Form
10-Q for the quarter ended March 31, 1996.
(7) Incorporated by reference herein to Exhibits filed with Alliance's
Registration Statement on Form S-1, No. 33-40805, initially filed on May
24, 1991 and Alliance's definitive Proxy Statement with respect to its
Annual Meeting of Shareholders held May 16, 1996.
(8) Incorporated by reference herein to the indicated Exhibit in response to
Item 14(a)(3), "Exhibits" of Alliance's Annual Report on Form 10-K for
the year ending December 31, 1996.
(9) Incorporated by reference to indicated exhibits filed in response to Item
6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the quarter
ended June 30, 1997.
(10) Incorporated by reference herein to the indicated exhibits filed in
response to Item 5, "Exhibits" of Alliance's Form 8-K Current Report
dated August 1, 1997.
(11) Incorporated by reference to the indicated exhibits filed in response to
Item 21, "Exhibits" of Alliance's Registration Statement on Form S-4, No
333-33787, initially filed on August 15, 1997.
(12) Filed herewith.
(13) To be filed by amendment.
(14) Previously filed.
(15) Incorporated by reference to the indicated exhibits filed in response to
Item 6, "Exhibits" of Alliance's Quarterly Report on Form 10-Q for the
quarter ended September 30, 1997.
2
<PAGE>
EXHIBIT 5
O'SULLIVAN GRAEV & KARABELL, LLP
30 ROCKEFELLER PLAZA
NEW YORK, NY 10012
---------
212 408-2400
FACSIMILE 212 408-2420
CABLE "APPLELAW NY"
December 11, 1997
Alliance Imaging, Inc.
1065 North PacifiCenter Drive
Suite 200
Anaheim, California 92806
Senior Subordinated Notes Due 2005
Senior Subordinated Floating Rate Notes Due 2005
------------------------------------------------
Ladies and Gentlemen:
We have acted as counsel to Alliance Imaging, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing with
the Securities and Exchange Commission (the "Commission") of the Registration
Statement of the Company on Form S-2, as amended (File No. 333-33817) (as so
amended, the "Registration Statement"), under the Securities Act of 1933, as
amended (the "Act").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
In connection with this opinion, we have examined originals, or
copies certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purposes of rendering the opinions set forth below including, without
limitation, (i) the Registration Statement, (ii) the form of Indenture (the
"Indenture") to be entered into among the Company, the subsidiary guarantors of
the Company party thereto (the "Guarantors") and IBJ Schroder Bank & Trust
Company, as trustee (the "Trustee"), governing the Company's Senior Subordinated
Notes due 2005 and the Senior Subordinated Floating Rate Notes due 2005
(collectively, the "Notes"), (iii) the form of Guarantee (the "Guarantee" and,
together with the Notes, the "Securities") to be executed and delivered by each
Guarantor, (iv) the form of Underwriting Agreement (the "Underwriting
Agreement") to be entered into among the Company, the Guarantors and BT Alex.
Brown Incorporated and Salomon Brothers Inc (collectively, the "Underwriters"),
(v) the Amended and Restated Certificate of Incorporation of the Company, as
amended through the date hereof, (vi) the By-laws of the Company, as amended
through the date hereof and (vii) resolutions adopted by the Board of Directors
of the Company by unanimous written consent in lieu of meetings dated August 8,
1997 and October 10, 1997. As to certain questions of fact material to the
opinions contained herein, we have relied upon certificates or statements of
officers of the Company and certificates of public officials.
In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the conformity to authentic originals of all documents submitted to us as
certified or photostatic copies. In making our examination of documents executed
by parties other than the Company, we have assumed that such parties had the
power, corporate or other, to enter into and perform all obligations thereunder
and have also assumed the due
<PAGE>
O'SULLIVAN GRAEV & KARABELL, LLP
Alliance Imaging, Inc.
December 11, 1997
Page Two
authorization by all requisite action, corporate or other, and execution and
delivery by such parties of such documents and the validity and binding effect
thereof.
Based upon the foregoing, we are of the opinion as follows:
1. The Company and each Guarantor is a validly existing
corporation under the laws of the jurisdiction of its incorporation.
2. The Securities have been duly authorized and the Notes,
when issued and sold to the Underwriters and paid for by them in accordance with
the terms of the Underwriting Agreement, and the Guarantees, when executed and
delivered as contemplated by the Indenture, will be validly issued and, assuming
due authorization, execution and delivery of the Notes by the Trustee, will be
valid and binding obligations of the Company and the Guarantors, as the case may
be, enforceable against them in accordance with their terms, except that
enforcement thereof may be subject to (i) bankruptcy, involvency, fraudulent
conveyance, reorganization, moratorium and other similar laws now or hereafter
in effect relating to or affecting creditors' rights generally and (ii) general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).
Members of our firm are admitted to the Bar of the State of New
York and we express no opinion as to the laws of any other jurisdiction other
than the Delaware General Corporation Law, the Georgia Business Corporation Code
and the Pennsylvania Business Corporation Law.
We hereby consent to the filing of this opinion with the
Commission as an exhibit to the Registration Statement. We also consent to the
reference to our firm under "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
Very truly yours,
/s/ O'Sullivan Graev & Karabell, LLP
