As filed with the Securities and Exchange Commission on May 29, 1996
Registration No. 33-97202
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 3
TO
FORM S-3
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
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PMR CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware 23-2491707
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
3990 Old Town Avenue, Suite 206A
San Diego, California 92110
Telephone (619) 295-2227
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(Address, including zip code, and telephone number,
including area code of registrant's principal executive office
and principal place of business)
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Allen Tepper
3990 Old Town Avenue, Suite 206A
San Diego, California 92110
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(Name, address, including zip code, and telephone number,
including area code, of agent for service)
--------------------------
Copies to:
Stephen M. Cohen, Esquire
Buchanan Ingersoll Professional Corporation
Two Logan Square
18th and Arch Street, 12th Floor
Philadelphia, PA 19103
(215) 665-3873
<PAGE>
Approximate date of commencement of proposed sale to the public: As
soon as practicable following the date on which this Registration Statement
becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /
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, please check the following box: /X/
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The Company hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Company 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 Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
EXHIBIT 5
BUCHANAN INGERSOLL LETTERHEAD
Stephen M. Cohen Two Logan Square, 12th Floor
215-665-3873 18th and Arch Sts
Philadelphia, PA 19103-2771
Telephone: 215-665-8700
Fax: 215-569-2066
PMR Corporation
3990 Old Town Avenue, Suite 206A
San Diego, California 92110
May 29, 1996
Re: The Corporation's Registration Statement on Form S-3
Gentlemen:
We have participated in the preparation of the Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission by PMR Corporation (the "Corporation") for the purpose of registering
for resale under the Securities Act of 1933, 1,388,087 shares of Common Stock of
the Corporation, $.01 par value, which consists of 97,087 shares of Common Stock
previously issued by the Company in connection with certain private placement
transactions, 700,000 shares of Common Stock issuable upon the conversion of an
outstanding class of convertible preferred stock and 591,000 shares of Common
Stock issuable upon the exercise of certain outstanding Common Stock purchase
warrants and options previously issued by the Company in private placement
transactions. As counsel to the Corporation, we have examined such corporate
records, certificates and other documents as we considered to be relevant and
necessary to express the opinion hereinafter set forth.
On the basis of the foregoing and of our consideration of such other legal
and factual matters as we have deemed appropriate, we are of the opinion that
the 97,087 shares of Common Stock of the Corporation, the 700,000 shares of
Common Stock issuable upon the conversion of the outstanding class of
convertible preferred stock and the 591,000 shares of Common Stock issuable upon
the exercise of the outstanding Common Stock purchase warrants and options,
covered by the Registration Statement have been duly authorized and, when the
warrants and options are exercised and upon the conversion of the convertible
preferred stock, will be legally issued, fully paid and non-assessable, assuming
that the applicable exercise price or conversion price is paid with respect to
each share of Common Stock prior to issuance of such warrants, options, and
convertible preferred stock, and full compliance with the terms of the warrants,
options and convertible preferred stock is otherwise made.
This opinion is being delivered to you in compliance with Item 601(b)(5)(i)
of Regulation S-K of the Securities Act of 1933, as amended. This firm consents
to the filing of this opinion as an exhibit to the Registration Statement
and to the reference to this firm under the caption "Legal Matters" in the
Prospectus forming a part of the Registration Statement.
Very truly yours,
BUCHANAN INGERSOLL
PROFESSIONAL CORPORATION
BY: /s/ STEPHEN M. COHEN
Stephen M. Cohen
