<PAGE>
As filed with the Securities and Exchange Commission on February 25, 1997
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------
ALLIANCE IMAGING, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 33-0239910
(State of Incorporation) (I.R.S. Employer
Identification Number)
3111 NO. TUSTIN AVENUE, SUITE 150
ORANGE, CALIFORNIA 92865
(714) 921-5656
(Address of Principal Executive Offices,
including zip code)
-------------------------
1991 AMENDED AND RESTATED STOCK OPTION PLAN
LONG TERM EXECUTIVE INCENTIVE PLAN
(Full Title of Plan)
-------------------------
TERRENCE M. WHITE
ALLIANCE IMAGING, INC.
3111 NO. TUSTIN AVENUE, SUITE 150
ORANGE, CALIFORNIA 92865
(714) 921-5656
(Agent for service)
-------------------------
IT IS REQUESTED THAT COPIES OF COMMUNICATIONS BE SENT TO:
ANTHONY T. ILER, ESQ.
IRELL & MANELLA LLP
333 SO. HOPE ST., SUITE 3300
LOS ANGELES, CALIFORNIA 90071
(213) 229-0516
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Offering Proposed Amount of
Title of Securities Amount to be Price Maximum Aggregate Registration
to be Registered Registered Per Share(1) Offering Price(1) Fee
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<S> <C> <C> <C> <C>
Common Stock ($.01 par value) 1,000,000 shares (2) $6.5625 $6,562,500 $1,988.64
- -----------------------------------------------------------------------------------------------------------
Common Stock ($.01 par value) 250,000 shares (3) $6.5625 $1,640,625 $497.16
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</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933 based upon the
average of the last bid and asked prices of the Common Stock in the
NASDAQ over-the-counter market on February 24, 1997.
(2) Includes the maximum number of shares which may be issued pursuant to
the exercise of options under the 1991 Amended and Restated Stock
Option Plan. In addition, in accordance with Rule 416, this
Registration Statement also covers an indeterminate number of shares
that may become issuable by reason of the anti-dilution provisions of
such plan.
(3) Includes 250,000 shares which may be issued pursuant to the Long Term
Executive Incentive Plan.
<PAGE>
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration Statement
contains a Prospectus meeting the requirements of Part I of Form S-3 relating to
reofferings by certain persons of shares of Common Stock of Alliance Imaging,
Inc. which have been or may be acquired pursuant to the 1991 Amended and
Restated Stock Option Plan, and the Long Term Executive Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Pursuant to the requirements of the Note to Part I of Form S-8 and Rule
428(b)(1) of the Rules under the Securities Act of 1933, as amended, the
information required by Part I of Form S-8 will be sent or given to employees
and directors as specified by Rule 428(b)(1). Such information (as it may be
updated from time to time), together with the documents incorporated by
reference pursuant to Item 3 of Part II of this Registration Statement,
constitutes the Section 10(a) Prospectus.
<PAGE>
PROSPECTUS
ALLIANCE IMAGING, INC.
COMMON STOCK
($.01 PAR VALUE)
1,250,000 SHARES
--------------
This Prospectus relates to 1,250,000 shares of common stock, $0.01 par
value ("Common Stock"), of Alliance Imaging, Inc., a Delaware corporation
("Alliance" or the "Company"), which may be offered from time to time by one or
all of the selling stockholders named herein (the "Selling Stockholders") or,
pursuant to General Instruction C to Form S-8, in a supplement to this
Prospectus. The Company will receive no part of the proceeds of such sales.
The Company has agreed to pay certain costs and expenses incurred in connection
with the registration of the shares of Common Stock offered hereby, except that
the Selling Stockholders shall be responsible for all selling commissions,
transfer taxes and related charges in connection with the offer and sale of such
shares. See "Plan of Distribution."
The Selling Stockholders may sell all or a portion of the shares offered
hereby from time to time on the over-the-counter market of the National
Association of Securities Dealers Automated Quotation System (the "NASDAQ") at
prevailing prices at the time of such sales, at prices related to such
prevailing prices or at negotiated prices. The Selling Stockholders may effect
such transactions by selling to or through one or more broker-dealers, and such
broker-dealers may receive compensation in the form of underwriting discounts,
concessions or commissions from the Selling Stockholders. The Selling
Stockholders and any broker-dealers that participate in the distribution may be
deemed to be "underwriters" within the meaning of the Securities Act of 1933, as
amended (the "Securities Act"), and any commissions received by such
broker-dealers and any profits realized on the resale of shares by them may be
deemed to be underwriting discounts and commissions under the Securities Act.
The Selling Stockholders may agree to indemnify such broker-dealers against
certain liabilities, including liabilities under the Securities Act. To the
extent required, the specified shares to be sold, the public offering price, the
names of any such broker-dealers, and any applicable commission or discount with
respect to any particular offer will be set forth in a supplement to this
Prospectus. See "Plan of Distribution."
The Common Stock is traded on the over-the-counter market of the NASDAQ.
On February 19, 1997, the last reported price of the Common Stock was $7.0625
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 COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
FOR INFORMATION CONCERNING CERTAIN FACTORS RELATING TO THIS OFFERING, SEE
"RISK FACTORS."
The date of this Prospectus is February 25, 1997.
<PAGE>
TABLE OF CONTENTS
PAGE
FORWARD-LOOKING STATEMENTS. . . . . . . . . . . . . . . . . . . 2
AVAILABLE INFORMATION . . . . . . . . . . . . . . . . . . . . . 3
DOCUMENTS INCORPORATED BY REFERENCE . . . . . . . . . . . . . . 3
THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . 5
RISK FACTORS. . . . . . . . . . . . . . . . . . . . . . . . . . 5
USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . 8
SELLING STOCKHOLDERS. . . . . . . . . . . . . . . . . . . . . . 8
PLAN OF DISTRIBUTION. . . . . . . . . . . . . . . . . . . . . 10
LEGAL MATTERS . . . . . . . . . . . . . . . . . . . . . . . . 10
EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS IN CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY, THE SELLING STOCKHOLDERS OR ANY UNDERWRITER. NEITHER
THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY
CIRCUMSTANCES CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE
AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH
OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER
OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH SOLICITATION.
FORWARD-LOOKING STATEMENTS
Certain information incorporated by reference into this Prospectus includes
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and is subject to the safe harbor created by that
Act. There are several important factors that could cause actual results to
differ materially from those anticipated by the forward-looking statements
contained in such discussions. Additional information on the risk factors that
could affect the Company's financial results is included in this Prospectus and
in other documents incorporated by reference herein.
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<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information may be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the following Regional
Offices of the Commission: Seven World Trade Center, New York, New York 10048
and Citicorp Center, 500 W. Madison Street, 14th Floor, Chicago, Illinois
60661-2511. Copies may be obtained at the prescribed rates from the Public
Reference Section of the Commission at Judiciary Plaza, 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549. The Commission maintains a Web site at
http://www.sec.gov containing reports, proxy and information statements and
other information regarding registrants that file electronically with the
Commission, including the Company.
The Company has filed with the Commission a registration statement on Form
S-8 (together with all amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, with respect to the shares of Common Stock
offered hereby. This Prospectus does not contain all of the information set
forth in the Registration Statement and the exhibits thereto, as permitted by
the rules and regulations of the Commission. For further information with
respect to the Company and the shares of Common Stock offered hereby, reference
is hereby made to the Registration Statement, including the exhibits filed or
incorporated as a part thereof. Statements contained herein concerning the
provisions of any document are not necessarily complete and in each instance
reference is made to the copy of the document filed as an exhibit to the
Registration Statement. Each such statement is qualified in its entirety by
reference to the copy of the applicable documents filed with the Commission.
The Registration Statement, including the exhibits and schedules filed as a part
thereof, may be inspected without charge at the public reference facilities
maintained by the Commission as set forth in the preceding paragraph. Copies of
these documents may be obtained from the Commission at its principal office in
Washington, D.C. upon payment of the charges prescribed by the Commission.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents heretofore filed by the Company under the Exchange
Act with the Commission are incorporated herein by reference: (1) the Company's
Annual Report on Form 10-K for the year ended December 31, 1995; (2) the
Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996,
June 30, 1996 and September 30, 1996; and (3) the description of the Company's
Common Stock as set forth in the registration statement filed by the Company on
Form 8-A filed on October 14, 1991 pursuant to Section 12(g) of the Exchange
Act, and any amendments thereto filed with the Commission for the purpose of
updating such description.
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<PAGE>
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
termination of the offering of the Common Stock made hereby shall be deemed to
be incorporated in this Prospectus by reference and to be a part hereof from the
date of filing of such documents, except as to any portion of any future Annual
or Quarterly Report to the Company's stockholders that is not deemed to be filed
under said provisions. Any statement incorporated herein shall be deemed to be
modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document that also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any such statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Prospectus.
The Company will provide, without charge, to each person to whom a copy of
this Prospectus has been delivered, on the request of such person, a copy of any
and all of the information that has been or may be incorporated by reference in
this Prospectus, other than exhibits thereto. Written or oral requests for such
copies should be directed to Alliance Imaging, Inc., 3111 No. Tustin Ave., Suite
150, Orange, California 92865, Attention: Secretary. The telephone number is
(714) 921-5656.
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<PAGE>
THE COMPANY
Alliance is a leading provider of outsourced radiology and high technology
diagnostic imaging systems, as well as related management and information
services, to hospitals and other health care providers. Services are provided
on both a mobile, shared-user basis as well as on a full-time basis to single
customers. The Company currently operates its magnetic resonance imaging
("MRI") and computed tomography ("CT") systems nationwide. The Company's
executive offices are located at 3111 No. Tustin Ave., Suite 150, Orange,
California 92865. The Company's telephone number is (714) 921-5656.
RISK FACTORS
The Common Stock offered hereby is subject to a number of material risks
and other investment considerations, including those summarized below. These
risks and investment considerations should be carefully considered by
prospective investors.
EARNINGS VOLATILITY
The Company's earnings have been subject to significant volatility in the
past. The Company incurred a net loss of $14.7 million for the fiscal year
ended December 31, 1993 and a net loss of $19.1 million for the fiscal year
ended December 31, 1994. Beginning in late 1993, the Company commenced a
continuing review of certain older equipment and other assets, as well as its
capital structure, in view of a difficult operating environment that severely
affected most MRI service providers. As a result, the Company recorded non-cash
asset impairment charges in 1993 and 1994, and began an on-going equipment
trade-in and upgrade program to improve the marketability and productivity of
the Company's MRI and CT systems. As a result of the improved operating
environment for MRI services providers, numerous cost containment and efficiency
measures implemented by the Company and expanded sales and marketing efforts,
the Company's financial performance significantly improved in the fiscal years
ended December 31, 1995 and 1996. Income before extraordinary gains in those
periods was $4.1 million and $6.5 million, respectively. There can be no
assurance, however, that the recent positive trends will continue.
SCAN VOLUME
The Company's financial performance depends significantly on the number of
scans performed per system per day and the number of days the systems are
operated ("scan volume"). Among the factors which could result in a reduction
in scan volume are non-renewal or cancellation of contracts, conversion of a
customer to full-time service, equipment malfunctions and a reduction in demand
for the Company's equipment or services. When contracts are cancelled or not
renewed, the Company attempts to quickly place the affected systems with new
customers. However, initiation of MRI services at a new customer's location may
be associated with lower scan volume and, thus, lower revenues, than are
realized from an established customer, so that a high rate of non-renewal by
existing customers may adversely affect the Company even if such customers are
quickly replaced. There can be no assurance that the Company will be able to
maintain or increase scan volume.
The health care industry is highly regulated and very competitive. The
health care environment in recent years has been characterized by cost
containment pressures which management believes have resulted in decreasing
revenues per scan. Although management of
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<PAGE>
the Company believes that scan prices have generally stabilized in the industry,
it is possible that renewed cost containment pressures or other factors could
again have an adverse effect on scan volume and prices. Although the Company
has experienced increased scan volumes in 1995 and 1996, it has also had periods
of declining volumes in prior years, and there can be no assurance that the
recent positive trends will continue.
SUBSTANTIAL DEBT
Even following recent refinancing transactions, the Company remains highly
leveraged. The Company's debt obligations as of the date of this Prospectus
include $19,639,000 in principal amount of 7.5% Senior Notes due 2003 and
$18,000,000 in principal amount of a bridge loan due March 31, 1997. The bridge
loan is expected to be converted by the holder into a new issue of preferred
stock of the Company on or before the maturity date of the loan, although there
can be no assurance in this regard. In addition, as of January 31, 1997, the
Company had $53,460,000 of secured equipment financing outstanding. As a
result, a substantial portion of the Company's cash flow from operations is used
to service debt obligations. The Company expects to continue to use secured
equipment financing to acquire new equipment. A decrease in scan volume could
affect the Company's ability to service its debt obligations or incur additional
debt for future equipment acquisitions. In addition, the Company's debt
agreements currently impose restrictions on the Company relating to capital
expenditures, additional indebtedness, payment of dividends, leases and
disposition of assets.
REIMBURSEMENT OF HEALTH CARE COSTS
In most cases, the Company receives payment directly from health care
providers rather than from private insurers, other third party reimbursers or
governmental entities. Payment to health care providers by third party payors
for the Company's diagnostic services depends substantially upon such payors'
reimbursement policies. Consequently, those policies have a direct effect on
health care providers' ability to pay for the Company's services. Concerns
about rising health care costs may cause more restrictive reimbursement policies
to be implemented in the future. Restrictions on reimbursements to health care
providers may affect such providers' ability to pay for the services offered by
the Company and could indirectly adversely affect the Company's financial
performance.
REGULATION
Many aspects of the medical industry in the United States are subject to
extensive federal and state government regulation. Although the Company
believes that its operations comply with applicable regulations, there can be no
assurance that subsequent adoption of laws or interpretations of existing laws
will not regulate, restrict or otherwise adversely affect the Company's
business.
In some states, a Certificate of Need or similar regulatory approval
("CON") is required prior to the acquisition of medical equipment or provision
of medical services by the Company or its customers. CON regulation can limit
or preclude the Company from providing diagnostic imaging services or equipment.
The CON application process may be lengthy and costly. A significant increase
in the number of states regulating the Company's business within the CON
framework could adversely affect the Company. Conversely, repeal of existing
CON regulation in jurisdictions where the Company has obtained a CON could also
adversely affect the
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<PAGE>
Company, since obtaining a CON provides the Company with a competitive advantage
in obtaining and retaining customers in such jurisdictions.
TECHNOLOGICAL CHANGE: OBSOLESCENCE
Diagnostic imaging technology continues to be characterized by new
developments and advances. While the Company is not aware of any new
technologies in development that might replace MRI, the development of new
technologies or refinement of existing ones might render the Company's existing
equipment technologically or economically obsolete or cause a reduction in the
value of the Company's equipment. There can be no assurance that the Company
will be able to acquire the new or improved equipment which may be required to
service its customers.
Manufacturers of MRI systems are continuously working to develop new
software and related upgrades for use in MRI systems, and customer acceptance of
the Company's MRI systems frequently depends upon the Company's ability to have
such upgrades installed. During the year ended December 31, 1996, the Company
purchased major upgrades for 11 MRI systems at a total approximate cost of
$3,300,000. There can be no assurance that the Company will be able to continue
to purchase all of the upgrades which may be required by health care providers.
COMPETITION
The market for diagnostic imaging services is highly competitive. In
addition to direct competition from other contract providers, Alliance competes
with free-standing imaging centers and other health care providers that have
their own diagnostic imaging equipment, and with equipment manufacturers that
sell imaging equipment to health care providers for full-time installation.
Some of the Company's direct competitors which provide contract MRI services may
have access to greater financial resources than the Company. In addition, some
of the Company's customers are capable of providing the same services to their
patients directly.
RELIANCE ON KEY PERSONNEL
The Company is heavily dependent on the efforts of certain of its officers
and other management personnel, principally including Richard N. Zehner, Vincent
S. Pino and the Company's Senior Vice Presidents. The loss of the services of
one or more of these individuals could have a material adverse effect on the
Company.
CONTROL BY CERTAIN STOCKHOLDERS
The former holders of the Company's 7.5% Senior Subordinated Debentures due
2005 own in the aggregate approximately 37.0% of the Company's outstanding
Common Stock as of the date of this Prospectus and hold warrants to acquire
another 88,800 shares (representing an additional 0.8% of the Company's shares
assuming full exercise of the warrants). As a result, if such holders were to
vote their shares together, they would control a substantial number of the
outstanding voting shares of the Company. In addition, assuming that the holder
of the Company's Bridge Loan elects to convert it into shares of a new issue of
convertible preferred stock of the Company, such preferred stock would be
convertible, initially, into 3,000,000 shares of Common Stock, or 21.6% of the
Common Stock following conversion. Assuming conversion of the Bridge Loan, the
same holder will obtain the right to convert additional indebtedness of the
Company held by it (at a formula conversion rate based on the "notional" amount
of the indebtedness, as described in the documentation governing the
transaction), currently in the
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<PAGE>
principal amount of $9,819,000, into preferred shares convertible into Common
Stock. In addition, the holder of the Bridge Loan holds warrants to acquire
50,000 shares of Common Stock. As a result, that holder may have the ability
to control a substantial number of the outstanding shares of the Company in
the future.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
shares of Common Stock offered hereby.
SELLING STOCKHOLDERS
The shares of Common Stock covered by this Prospectus are being registered
for reoffers and resales by Selling Stockholders of the Company who have or may
acquire such shares pursuant to the exercise of options (i) that may be granted
under the Company's 1991 Amended and Restated Stock Option Plan (the "Plan") or
(ii) that may be granted under the Company's Long Term Executive Incentive Plan.
The Selling Stockholders named below may resell all, a portion, or none of the
shares that they have acquired or may acquire pursuant to the exercise of such
options.
Key employees deemed to be "affiliates" of the Company who acquire
registered Common Stock under the Plan may be added to the Selling Stockholders
listed below from time to time, either by means of a post-effective amendment
hereto or by use of a prospectus filed pursuant to Rule 424 under the Securities
Act. An "affiliate" is defined in Rule 405 under the Securities Act as a
"person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with," the Company.
The following table shows the names of the Selling Stockholders, their
positions with the Company, the number of shares of Common Stock known by the
Company to be beneficially owned by them as of January 31, 1997, the number of
shares covered by this Prospectus and the number of shares of Common Stock to be
owned by each Selling Stockholder if such Selling Stockholder were to sell all
of his or her shares of Common Stock covered by this Prospectus.
-8-
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<TABLE>
<CAPTION>
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NUMBER OF SHARES
BENEFICIALLY OWNED NUMBER OF SHARES
(PERCENTAGE OF COVERED BY THIS
SELLING STOCKHOLDER POSITION WITH THE COMPANY OUTSTANDING)(1)(2) ROSPECTUS(3)
- ------------------- ------------------------- ------------------ ------------
<S> <C> <C> <C>
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Richard N. Zehner Chairman, President 513,806 (2)
and Chief Executive (4.7%)
Officer
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Vincent S. Pino Executive Vice 405,720 (2)
President and Chief (3.7%)
Operating Officer
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Terrence M. White Senior Vice President, 84,708(4) (2)
Chief Financial Officer
and Secretary
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Robert B. Director 188,092 (2)
Waley-Cohen (1.7%)(5)
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James E. Buncher Director 7,500(4) (2)
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John C. Wallace Director 7,500(4) (2)
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Jay A. Mericle Senior Vice President 117,904(1.1%) (2)
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Terry A. Andrues Senior Vice President 96,539(4) (2)
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Cheryl A. Ford Senior Vice President 58,317(4) (2)
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Neil M. Cullinan Senior Vice President 35,000(4) (2)
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Michael W. Grismer Controller, Assistant 10,000(4) (2)
Secretary
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</TABLE>
(1) Assumes that no additional shares are purchased and sold by the Selling
Stockholder.
(2) Includes shares that the following Selling Stockholders presently have the
right to acquire by exercise of options: Mr. Zehner, 256,667 shares; Mr.
Pino, 41,675 shares; Mr. White 30,008 shares; Mr. Waley-Cohen, 20,000
shares; Mr. Buncher, 7,500 shares; Mr. Wallace, 2,500 shares; Mr. Mericle,
81,017 shares; Mr. Andrues, 81,017 shares; Ms. Ford, 11,017 shares; Dr.
Cullinan, 35,000 shares; and Mr. Grismer, 10,000 shares.
(3) Shares covered by this Prospectus include (i) up to 1,000,000 shares that
have been or may be issued pursuant to the Company's 1991 Amended and
Restated Stock Option Plan, and (ii) up to 250,000 shares that may be
issued pursuant to the Long Term Executive Incentive Plan.
(4) Less than one percent of outstanding shares.
(5) Includes 84,046 shares held by Felicity A. Waley-Cohen, Mr. Waley-Cohen's
wife.
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<PAGE>
PLAN OF DISTRIBUTION
The sale of all or a portion of the shares of Common Stock offered hereby
by the Selling Stockholders may be effected from time to time in the NASDAQ
over-the-counter market at prevailing prices at the time of such sales, at
prices related to such prevailing prices or at negotiated prices. The Selling
Stockholders may effect such transactions by selling to or through one or more
broker-dealers, and such broker-dealers may receive compensation in the form of
underwriting discounts, concessions or commissions from the Selling
Stockholders. The Selling Stockholders and any broker-dealers that participate
in the distribution may be deemed to be "underwriters" within the meaning of the
Securities Act, and any commissions received by such broker-dealers and any
profits realized on the resale of shares by them may be deemed to be
underwriting discounts and commissions under the Securities Act. The Selling
Stockholders may agree to indemnify such broker-dealers against certain
liabilities, including liabilities under the Securities Act.
To the extent required under the Securities Act, a supplement to this
Prospectus will be filed disclosing (a) the name of any such broker-dealers,
(b) the number of shares involved, (c) the price at which such shares are to be
sold, (d) the commissions paid or discounts or concessions allowed to such
broker-dealers, where applicable, (e) that such broker-dealers did not conduct
any investigation to verify the information set out or incorporated by reference
in this Prospectus, as supplemented, and (f) other facts material to the
transaction.
There is no assurance that any of the Selling Stockholders will sell any or
all of the shares of Common Stock offered hereby.
The Company has agreed to pay certain costs and expenses incurred in
connection with the registration of the shares of Common Stock offered hereby,
except that the Selling Stockholders shall be responsible for all selling
commissions, transfer taxes and related charges in connection with the offer and
sale of such shares.
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for the
Company by the law firm of Irell & Manella LLP, Los Angeles, California.
EXPERTS
The consolidated financial statements of Alliance Imaging, Inc.
incorporated by reference in the Alliance Imaging, Inc. Annual Report (Form
10-K) for the year ended December 31, 1995 have been audited by Ernst & Young,
LLP, independent auditors, as set forth in their report thereon and incorporated
therein and herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed with the Commission by the Company are
incorporated herein by reference:
(1) the Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995;
(2) the Company's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 31, 1996, June 30, 1996 and September 30, 1996;
and
(3) the description of the Common Stock contained in the Form 8-A
Registration Statement filed on October 14, 1991 registering the
Common Stock pursuant to Section 12(g) of the Exchange Act, and any
amendments thereto filed with the Commission for the purpose of
updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date this Registration Statement is
filed with the Commission, and prior to the filing of a post-effective amendment
which indicates that all securities offered by this Registration Statement have
been sold or which deregisters all such securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated herein by
reference shall be deemed to be modified or superseded for purposes of this
Registration Statement to the extent that a statement contained herein or in any
subsequently filed document which also is, or is deemed to be, incorporated by
reference herein modifies or supersedes such prior statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Registration Statement, except as indicated herein.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Registrant's Restated Certificate of Incorporation provides that, to
the fullest extent permitted by the Delaware General Corporation Law ("DGCL") as
the same exists or may be
II-1
<PAGE>
amended, (1) the Registrant shall indemnify and advance indemnification expenses
on behalf of all directors and officers of the Registrant and (2) directors of
the Registrant shall not be liable to the Registrant or its stockholders for
monetary damages for breach of fiduciary duty as a director. The Registrant's
Amended and Restated Bylaws provide that the Registrant shall indemnify to the
fullest extent permitted by law any person made or threatened to be made a party
to any action, suit or proceeding, whether criminal, civil, administrative or
investigative, by reason of the fact that such person or such person's testator
or intestate is or was a director or key officer of the Registrant or serves or
served at the request of the Registrant as a director or key officer of another
corporation, partnership, joint venture, trust or any other enterprise. The
Registrant has also entered into indemnification agreements with its directors
and executive officers which are intended to provide for the indemnification of
such persons against certain liabilities, and for the advancement of expenses to
them in connection with indemnifiable events, to the fullest extent permitted by
Delaware law.
Section 145 of the DGCL generally provides that a corporation is in certain
circumstances permitted, and in other circumstances may be required, to
indemnify its directors, officers and controlling persons against certain
expenses (including attorneys' fees) and other amounts paid in connection with
certain threatened, pending or completed civil, criminal, administrative or
investigative actions, suits or proceedings (including certain civil actions and
suits that may be instituted by or in the right of the Registrant), in which
such persons were or are parties, or are threatened to be made parties, by
reason of the fact that such persons were or are directors or officers of the
Registrant. Such Section also permits the Registrant to purchase and maintain
insurance on behalf of its directors and officers against any liability which
may be asserted against, or incurred by, such persons in their capacities as
directors or officers of the Registrant or which may arise out of their status
as directors or officers of the Registrant, whether or not the Registrant would
have the power to indemnify such persons against such liability under the
provisions of such Section. The Company has purchased insurance for directors
and certain officers covering certain acts of such persons on behalf of the
Company.
Section 102 of the DGCL allows a corporation, in its certificate of
incorporation, to eliminate the personal liability of its directors to the
corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, other than liability for (1) any breach of the director's
duty of loyalty to the corporation or its stockholders, (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, (3) any transaction from which the director derived an improper personal
benefit and (4) unlawful payment of dividends or unlawful stock purchases or
redemptions.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
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<PAGE>
ITEM 8. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
4 Form of Common Stock Certificate (1)
5 Legal Opinion of Irell & Manella LLP (2)
10.1 1991 Amended and Restated Stock Option Plan, and forms of stock
option agreements used thereunder (3)
10.2 Form of Non-Employee Director Stock Option Agreement (4)
10.3 Long Term Executive Incentive Plan (5)
23.1 Consent of Independent Auditors (2)
23.2 Consent of Irell & Manella LLP (included in legal opinion filed
as Exhibit 5)
24 Power of Attorney (included on Signature Page)
- ---------------------------------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
Registration Statement on Form S-1, No. 33-40805, initially filed on
May 24, 1991.
(2) Filed herewith.
(3) Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1, No. 33-40805, initially filed on
May 24, 1991 and the Company's definitive Proxy Statement with
respect to its Annual Meeting of Stockholders held May 16, 1996.
(4) Incorporated by reference to the Company's definitive Proxy Statement
with respect to its Annual Meeting of Stockholders held May 21, 1992.
(5) Incorporated by reference to Exhibit 10.37 filed with the Company's
Annual Report on Form 10-K for its fiscal year ended December 31,
1995.
ITEM 9. UNDERTAKINGS
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of
the Securities Act of 1933, as amended (the "Securities
Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of 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;
II-3
<PAGE>
(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, as amended (the "Exchange Act") that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
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.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to section 15(d) of the Securities
Act) that is incorporated by reference in the registration statement shall
be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(c) 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 foregoing provisions, 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 the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement or Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in Orange, California, on the 25th day of February, 1997.
ALLIANCE IMAGING, INC.
a Delaware corporation
By: /s/ TERRENCE M. WHITE
--------------------------------------------
Name: Terrence M. White
Title: Senior Vice President, Chief Financial
Officer and Secretary
II-5
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below does hereby constitute and appoint Richard N. Zehner and Terrence M.
White, and each and any one of them, his true and lawful attorney-in-fact and
agent, with full power of substitution and resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and all amendments
(including, without limitation, post-effective amendments) to this Registration
Statement, 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
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents or any of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on February 25, 1997.
Name Title
/s/ RICHARD N. ZEHNER Chief Executive Officer, President and
- ------------------------------- Chairman of the Board of Directors
Richard N. Zehner (Principal Executive Officer)
/s/ VINCENT S. PINO Executive Vice President, Chief
- ------------------------------- Operating Officer and Director
Vincent S. Pino
/s/ TERRENCE M. WHITE Senior Vice President, Chief Financial
- ------------------------------- Officer and Secretary (Principal
Terrence M. White Financial Officer)
/s/ MICHAEL W. GRISMER Controller (Principal Accounting
- ------------------------------- Officer)
Michael W. Grismer
/s/ JAMES E. BUNCHER Director
- -------------------------------
James E. Buncher
/s/ ROBERT B. WALEY-COHEN Director
- -------------------------------
Robert B. Waley-Cohen
/s/ JOHN C. WALLACE Director
- -------------------------------
John C. Wallace
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<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION PAGE NO.
- ------- -----------
4 Form of Common Stock Certificate (1)
5 Legal Opinion of Irell & Manella LLP (2)
10.1 1991 Amended and Restated Stock Option Plan, and forms of stock
option agreements used thereunder (3)
10.2 Form of Non-Employee Director Stock Option Agreement (4)
10.3 Long Term Executive Incentive Plan (5)
23.1 Consent of Independent Auditors (2)
23.2 Consent of Irell & Manella LLP (included in legal opinion filed as
Exhibit 5)
24 Power of Attorney (included on Signature Page)
- ---------------------------------
(1) Incorporated by reference to Exhibit 4.1 filed with the Company's
Registration Statement on Form S-1, No. 33-40805, initially filed on
May 24, 1991.
(2) Filed herewith.
(3) Incorporated by reference to exhibits filed with the Company's
Registration Statement on Form S-1, No. 33-40805, initially filed on
May 24, 1991 and the Company's definitive Proxy Statement with
respect to its Annual Meeting of Stockholders held May 16, 1996.
(4) Incorporated by reference to the Company's definitive Proxy Statement
with respect to its Annual Meeting of Stockholders held May 21, 1992.
(5) Incorporated by reference to Exhibit 10.37 filed with the Company's
Annual Report on Form 10-K for its fiscal year ended December 31,
1995.
<PAGE>
EXHIBIT 5
LEGAL OPINION OF IRELL & MANELLA LLP
[IRELL & MANELLA LLP LETTERHEAD]
February 25, 1997
Alliance Imaging, Inc.
3111 No. Tustin Avenue, Suite 150
Orange, California 92865
Re: REGISTRATION STATEMENT ON FORM S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel for Alliance Imaging, Inc., a Delaware corporation (the
"Company"), in connection with the proposed filing with the Securities and
Exchange Commission expected to be made on or about February 25, 1997 under the
Securities Act of 1933, as amended, of a Registration Statement on Form S-8 (the
"Registration Statement") for the purpose of registering (i) 1,000,000 shares of
the Company's Common Stock, par value $.01 per share (the "Company Common
Stock"), which may be issued pursuant to the Company's 1991 Amended and Restated
Stock Option Plan and (ii) 250,000 shares of Company Common Stock which may be
issued pursuant to the Company's Long Term Executive Incentive Plan
(collectively, the "Shares"). As your counsel in connection with this
transaction, we have examined such matters and documents as we have deemed
necessary or relevant as a basis for this opinion.
Based on these examinations, it is our opinion that the Shares, when issued and
paid for in the manner referred to in the Registration Statement, will be
legally and validly issued, fully-paid and non-assessable. We consent to the
use of this opinion as an exhibit to the Registration Statement and further
consent to the reference to this firm under the caption "Legal Matters" in the
Reoffer Prospectus forming a part of this Registration Statement.
Very Truly Yours,
/s/ IRELL & MANELLA LLP
-----------------------
Irell & Manella LLP
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) pertaining to the 1991 Amended and Restated
Stock Option Plan and the Long Term Executive Incentive Plan of Alliance
Imaging, Inc. for the registration of 1,250,000 shares of its common stock and
to the incorporation by reference therein of our report dated February 26, 1996,
with respect to the consolidated financial statements of Alliance Imaging, Inc.
incorporated by reference in its Annual Report (Form 10-K) for the year ended
December 31, 1995, and the related financial statement schedule included
therein, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
February 21, 1997
<PAGE>
EXHIBIT 24
POWER OF ATTORNEY
Reference is made to the signature pages of this Registration Statement.
