<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 19, 2000
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------
PMR CORPORATION
(Exact name of Registrant as specified in its charter)
---------------------
Delaware 23-2491707
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification Number)
501 Washington Street
San Diego, California 92103
(619) 610-4001
(Address, including zip code, and telephone number,
including area code, of Registrant's principal
executive offices)
---------------------
1997 EQUITY INCENTIVE PLAN
(Full title of the plan)
---------------------
Mark P. Clein
Chief Executive Officer
PMR CORPORATION
501 Washington Street
San Diego, California 92103
(858) 610-4001
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
---------------------
Copies to:
Jeremy D. Glaser, Esq.
COOLEY GODWARD LLP
4365 Executive Drive, Suite 1100
San Diego, CA 92121
(619) 550-6000
---------------------
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED
MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED BE REGISTERED(1) PER SHARE (2) OFFERING PRICE (2) FEE
- ----------------------------------------------- ---------------- --------------- ------------------ ------------
<S> <C> <C> <C> <C>
Stock Options and Common Stock (par value $.01) 1,000,000 $2.00 - $7.13 $2,880,696 761.00
</TABLE>
(1) Consists of shares of Common Stock which are issuable pursuant to awards
under the Registrant's 1997 Equity Incentive Plan (the "1997 Plan").
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(c) and (h) of the Securities Act of
1933, as amended (the "Securities Act"). The price per share and
aggregate offering price are based upon (a) the actual exercise price for
shares subject to outstanding stock options previously granted under the
1997 Plan and (b) shares issuable under the 1997 Plan, calculated on the
basis of the average of the high and low prices of Registrant's Common
Stock on January 18, 2000 as reported on the Nasdaq National Market. The
following chart shows the calculation of the registration fee:
<TABLE>
<CAPTION>
Offering Price Per Aggregate
Type of Shares Number of Shares Share Offering Price
- ----------------------- ---------------- ------------------ --------------
<S> <C> <C> <C>
Common Stock issuable 26,229 $ 7.13 $ 187,013
pursuant to outstanding 42,500 2.06 87,550
options under the 1997 Plan 475,000 2.00 950,000
Common Stock issuable 456,271 3.63 1,656,264
under the 1997 Plan
Total 1,000,000 $2,880,827
</TABLE>
<PAGE> 3
INCORPORATION BY REFERENCE OF CONTENTS OF
REGISTRATION STATEMENT ON FORM S-8 (REG. NO. 333-38419)
The contents of the Registration Statement on Form S-8 (No. 333-38419)
filed by the Registrant with the Securities and Exchange Commission on October
21, 1997 are incorporated herein by reference.
EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
4.1 Restated Certificate of Incorporation.(1)
4.2 Amended and Restated Bylaws.(2)
4.3 Common Stock Specimen Certificate.(3)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration
Statement.
24 Power of Attorney is contained on the signature pages.
99.1 1997 Equity Incentive Plan, as amended (the "1997 Plan").(4)
99.2 Form of Incentive Stock Option Agreement under the 1997 Plan.(5)
99.3 Form of Nonstatutory Stock Option Agreement under the 1997 Plan.(5)
</TABLE>
- ------------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended April 30, 1998 filed on July 28, 1998 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended April 30, 1997 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's registration statement on
Form S-18 (Reg. No. 23-20095-A) filed on February 11, 1988, as amended,
and incorporated herein by reference.
(4) Previously filed as Appendix A to the Company's Revised Definitive Proxy
Statement filed on February 8, 1999 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's registration statement on
Form S-8 (Reg. No. 333-38419) filed on October 21, 1997 and incorporated
herein by reference.
<PAGE> 4
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
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 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on January 19,
2000.
PMR CORPORATION
By /s/ Mark P. Clein
--------------------------------
Mark P. Clein
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Mark P. Clein, his or her true and lawful
attorney-in-fact and agent, 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, 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 connection therewith, 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 any of them, or
their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
<PAGE> 5
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/s/ Mark P. Clein Chief Executive Officer and January 19, 2000
- -----------------
MARK P. CLEIN Director
(Principal Executive Officer)
/s/ Michael Feori Controller January 19, 2000
- -----------------
MICHAEL FEORI (Principal Accounting Officer)
/s/ Fred D. Furman President January 19, 2000
- ------------------
FRED D. FURMAN
/s/ Susan D. Erskine Secretary and Director January 19, 2000
- --------------------
SUSAN D. ERSKINE
/s/ Allen Tepper Chairman of the Board of Directors January 19, 2000
- ----------------
ALLEN TEPPER
/s/ Daniel L. Frank President of Disease Management January 19, 2000
- -------------------
DANIEL L. FRANK Division and Director
</TABLE>
<PAGE> 6
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER
- ------
<S> <C>
4.4 Restated Certificate of Incorporation.(1)
4.5 Amended and Restated Bylaws.(2)
4.6 Common Stock Specimen Certificate.(3)
5.1 Opinion of Cooley Godward LLP.
23.1 Consent of Ernst & Young LLP, Independent Auditors.
23.2 Consent of Cooley Godward LLP is contained in Exhibit 5.1 to this Registration
Statement.
24 Power of Attorney is contained on the signature pages.
99.4 1997 Equity Incentive Plan, as amended (the "1997 Plan").(4)
99.5 Form of Incentive Stock Option Agreement under the 1997 Plan.(5)
99.6 Form of Nonstatutory Stock Option Agreement under the 1997 Plan.(5)
</TABLE>
- ------------------
(1) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended April 30, 1998 filed on July 28, 1998 and
incorporated herein by reference.
(2) Previously filed as an exhibit to the Company's Annual Report on Form
10-K for the year ended April 30, 1997 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's registration statement on
Form S-18 (Reg. No. 23-20095-A) filed on February 11, 1988, as amended,
and incorporated herein by reference.
(4) Previously filed as Appendix A to the Company's Revised Definitive Proxy
Statement filed on February 8, 1999 and incorporated herein by reference.
(5) Previously filed as an exhibit to the Company's registration statement on
Form S-8 (Reg. No. 333-38419) filed on October 21, 1997 and incorporated
herein by reference.
<PAGE> 1
EXHIBIT 5.1
January 19, 2000
PMR CORPORATION
501 Washington Street, 5th Floor
San Diego, CA 92103
Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in connection
with the filing by PMR CORPORATION, a Delaware corporation (the "Company"), of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission, covering the offering of an aggregate of up
to 1,000,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), for issuance pursuant to the Company's 1997 Equity Incentive Plan
(the "Plan").
In connection with this opinion, we have examined and relied upon the
Registration Statement, the Plan, your Certificate of Incorporation and Bylaws,
as amended, and such other documents, records, certificates, memoranda and other
instruments as in our judgment are necessary or appropriate to enable us to
render the opinion expressed below. We have assumed the genuineness and
authenticity of all documents submitted to us as originals, the conformity to
originals of all documents submitted to us as copies thereof and the due
execution and delivery of all documents where due execution and delivery are a
prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares, when issued and sold in accordance with the Plan, the
Registration Statement and related prospectus, will be validly issued, fully
paid and nonassessable (except as to shares issued pursuant to certain
deferred payment arrangements, which will be fully paid and nonassessable when
such deferred payments are made in full).
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
Cooley Godward LLP
/s/ Jeremy D. Glaser
By: Jeremy D. Glaser
<PAGE> 1
EXHIBIT 23.1
CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the 1997 Equity Incentive Plan of PMR Corporation of our
report dated June 18, 1999, with respect to the consolidated financial
statements and schedule of PMR Corporation included in its Annual Report (Form
10-K) for the year ended April 30, 1999, filed with the Securities and Exchange
Commission.
/S/ ERNST & YOUNG LLP
San Diego, California
January 19, 2000
