<PAGE> 1
As filed with the Securities and Exchange Commission on September 26, 1997
Registration No.333-________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
AMERICAN HEALTHCHOICE, INC.
(Exact name of the Company as specified in its charter)
NEW YORK 11-2948752
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
_________________
1300 West Walnut Hill Lane
Suite 275
Irving, Texas 75038
(Address of principal executive offices)
_________________
AMERICAN HEALTHCHOICE, INC.
1997 EXECUTIVE STOCK BONUS PLAN
_________________
DR. JOSEPH W. STUCKI
AMERICAN HEALTHCHOICE, INC.
1300 WEST WALNUT HILL LANE
SUITE 275
IRVING, TEXAS 75038
(Name and address of agent for service)
(972) 751-1900
(Telephone number, including area code, of agent for service)
With copies to:
RONALD L. BROWN, ESQ.
GLAST, PHILLIPS & MURRAY, P.C.
13355 NOEL ROAD, SUITE 2200
DALLAS, TEXAS 75240
(972)419-8300
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------------------
PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES AMOUNT OF BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE (1)(2) REGISTRATION FEE(2)
- -------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
COMMON STOCK, 260,870 $5.18 $1,351,307 $409.49
$0.001
- -------------------------------------------------------------------------------------------------------
</TABLE>
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended (the "Securities Act"), this Registration Statement also
covers an indeterminate number of additional shares that may be issuable
in connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(c) under the Securities Act, solely for
the purpose of calculating the registration fee, based on the average of
the bid and asked prices for the Company's common stock as reported
within five business days prior to the date of this filing.
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION. *
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION. *
*The document(s) containing the information specified in Part 1 of Form
S-8 will be sent or given to participants as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act"). Such
document(s) are not being filed with the Commission, but constitute (along with
the documents incorporated by reference into the Registration Statement
pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements
of Section 10(a) of the Act.
2
<PAGE> 3
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents previously or concurrently filed by American
HealthChoice, Inc. (the "Company") with the Commission are hereby incorporated
by reference into this Registration Statement:
(a) The Company's Annual Report on Form 10-KSB for the fiscal year
ended September 30, 1996 (the "Annual Report") filed by the
Company (SEC File No. 00-026740) under the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), with the
Commission on January 16, 1996.
(b) The Company's Form 10-QSB reports for the quarters ended
December 31, 1996, March 31, 1997 and June 30, 1997.
(c) All other reports filed pursuant to Section 13(a) or 15(d) of
the Exchange Act since the end of the fiscal year covered by the
Annual Report referred to in (a) above.
(d) The description of the Company's Common Stock set forth under
the caption "Description of Securities" at page 24 of the
Company's Registration Statement on Form S-18, filed with the
Commission on August 21, 1989, which was incorporated by
reference into the Form-8A Registration Statement of the Company
filed September 11, 1995, is hereby incorporated by reference.
All documents subsequently filed by the Company with the Commission
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities them
remaining unsold, shall be deemed incorporated by reference into this
Registration Statement and to be a part thereof from the date of the filing of
such documents. Any statement contained in the documents incorporated, or
deemed to be incorporated, by reference herein or therein shall be deemed to be
modified or superseded for purposes of this Registration Statement and the
prospectus which is a part hereof (the "Prospectus") to the extent that a
statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein or
therein 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 Registration Statement and the Prospectus.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
In accordance with the Business Corporation Law of the State of New
York (the "Business Corporation Law"), Articles 9 and 10 of the Company's
Certificate of Incorporation (the "Certificate provides that except as may
otherwise be specifically provided in the Certificate, no provision of the
Certificate is intended by the Company to be construed as limiting,
prohibiting, denying, or abrogating any of the general or specific powers or
rights conferred under the Business Corporation Law upon the Company, upon its
shareholders, bondholders, and security holders, and upon its
3
<PAGE> 4
directors, officers, and other corporate personnel, including, in particular,
the power of the Company to furnish indemnification to directors and officers in
the capacities defined and prescribed by the Business Corporation Law and the
defined and prescribed rights of said persons to indemnification as the same are
conferred by the Business Corporation Law.
No director of the Company shall be personally liable to the Company or
any of its shareholders for damages for any breach of duty in such capacity
except if a judgment or other final adjudication adverse to him establishes
that his acts or omissions were in bad faith or involved intentional misconduct
or a knowing violation of the law, or that he personally gained in fact a
financial profit or other advantage to which he was not legally entitled or
that his acts violated Section 719 of the Business Corporation Law.
Article V of the Company Bylaws further provides as follows:
On the terms, to the extent, and subject to the conditions prescribed by
statute, and by such rules and regulations, not inconsistent with statute, that
the board may in its discretion impose in general or particular cases or
classes or cases: (a) the Company shall indemnify any person made or threatened
to be made a party to an action or proceeding, civil or criminal, including any
action by or in the right of any other corporation of any type or kind,
domestic or foreign, which any director or officer of the Company served in any
capacity at the request of the Company, by reason of the fact that he, his
testator or intestate, was a director of officer of the Company, or served such
other corporation in any capacity, against judgments, fines, amounts paid in
settlement and reasonable expenses, including attorneys' fees, actually and
necessarily incurred as a result of such action or proceeding or any appeal
therein, and (b) the Company may pay, in advance of final disposition of any
such action or proceeding, expenses incurred by such person in defending such
action or proceeding. The Company shall indemnify and make advancements to any
person made or threatened to be made a party to any such action or proceeding
by reason of the fact that he, his testator or intestate, was an agent or
employee (other than a director or an officer) of the Company or served another
corporation at the request of the Company in any capacity, on the terms, to the
extent and subject to the conditions prescribed by statute, and by any rules
and regulations of the board which would have been applicable if he had been a
director or officer of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index following the signature page in this Registration
Statement, which Exhibit Index is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
(a) The undersigned Company hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective
amendment to the Registration Statement to:
(i) include any prospectus required by Section
10(a)(3) of the Securities Act; (ii) reflect in
the prospectus any facts or events arising
after the effective date of the Registration
Statement which, individually or in the
aggregate, represent a fundamental change in
the information set forth in the Registration
Statement; and notwithstanding the foregoing,
any increase or decrease in volume of
securities offered (if the total dollar value
of securities offered would not exceed that
which was registered) and any deviation from
the high end of the estimated maximum offering
range may be reflected in the form of a
prospectus filed with the Commission pursuant
4
<PAGE> 5
to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20
percent change in the maximum aggregate offering
price set forth in the "Calculation of
Registration" table in the effective
registration statement; and (iii) 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 provisions (i) and (ii)
of this undertaking are inapplicable if the
information to be filed thereunder is contained
in periodic reports filed by the Company
pursuant to the Exchange Act that are
incorporated by reference into 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
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
(b) 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
Company 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 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
Company 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 its is against public
policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
(c) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each
filing of the Company's annual report pursuant to
Section 13(a) or 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 Exchange
Act) that is incorporated by reference in this
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.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
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 Irving, State of Texas, on September 23, 1997.
AMERICAN HEALTHCHOICE, INC.
By: /s/ Joseph W. Stucki
-----------------------------------
Joseph W. Stucki, D.C.
President, Chief Executive
Officer and Chairman of the
Board of Directors
(Principal Executive Officer)
By: /s/ Jay R. Stucki
-----------------------------------
Jay R. Stucki,Chief Financial
Officer
By: /s/ Elena M Knight
-----------------------------------
Elena M. Knight, Controller
and Principal Accounting
Officer
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature
appears below constitutes and appoints Joseph W. Stucki, D.C., his true and
lawful attorney-in-fact and agent, each will full power of substitution and
re-substitution, for them and in their name, place and stead, in any and all
capacities to sign any or all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibit thereto,
and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent 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 they might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent, or any of the, 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 each of the following persons in the
capacities indicated on the dates indicated below on September 23, 1997.
<TABLE>
<CAPTION>
Signatures Title
---------- -----
<S> <C>
/s/ Joseph W. Stucki President, Chief Executive Officer, and Chairman of the Board
- -------------------------- of Directors
Joseph W. Stucki, D.C.
/s/ Jeffrey Jones Director
- --------------------------
Jeffrey Jones, D.C.
/s/ Peter Leach Director
- --------------------------
Peter Leach
</TABLE>
6
<PAGE> 7
<TABLE>
<S> <C>
/s/ Michael Smith Director
- --------------------------
Michael Smith, M.D.
/s/ Mandell Sherman Director
- --------------------------
Mandell Sherman
/s/ Robert DePalo Director
- --------------------------
Robert De Palo
/s/ David Love Director
- --------------------------
David Love
</TABLE>
7
<PAGE> 8
AMERICAN HEALTHCHOICE, INC.
EXHIBIT INDEX
TO
FORM S-8 REGISTRATION STATEMENT
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------
Exhibit Incorporated Herein by Filed
No. Description Reference To Herewith
--- ----------- ------------ --------
- --------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
3.1 Certificate of Exhibit 4.1 of the Form SB-2 Registration
Incorporation of American Statement filed with the Commission on
HealthChoice, Inc. July 31, 1996 (SEC File No. 33-09311)
- --------------------------------------------------------------------------------------------------------------------
3.2 Bylaws of American Incorporated by reference to Exhibit
HealthChoice, Inc. 3(ii) of Form 10-KSB filed for the fiscal
(f/k/a Paudan, Inc.) year ended December 31, 1994
- --------------------------------------------------------------------------------------------------------------------
4.1 American HealthChoice,
Inc. 1997 Executive Stock
Bonus Plan X
- --------------------------------------------------------------------------------------------------------------------
5.1 Opinion of Glast, Phillips
& Murray, P.C. X
- --------------------------------------------------------------------------------------------------------------------
23.1 Consent of Hein +
Associates, LLP X
- --------------------------------------------------------------------------------------------------------------------
23.2 Consent of Glast, Phillips
& Murray, P.C. (included in
Exhibit 5.1)
- --------------------------------------------------------------------------------------------------------------------
24.1 Power of Attorney Included on
Signature Page
to the
Registration Statement
- --------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE> 1
EXHIBIT 4.1
AMERICAN HEALTHCHOICE, INC.
1997 EXECUTIVE
STOCK BONUS PLAN
ARTICLE I
GENERAL
1.1 PURPOSE OF THE PLAN.
The purpose of the American HealthChoice, Inc. 1997 Executive Stock Bonus Plan
(the "Plan") is to assist American HealthChoice, Inc., a New York corporation
(the "Company") in securing and retaining key persons of outstanding ability to
serve the Company as key executive personnel by making it possible to offer
them an increased incentive to join or continue in the service of the Company
and to increase their efforts for its welfare through participation or
increased participation in the ownership and growth of the Company.
1.2 DEFINITIONS.
(a) "Award" means an Option granted to a Participant
under the Plan.
(b) "Board of Directors" or "Board" means the Board of
Directors of the Company.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Common Stock" means the Common Stock of the Company.
(e) "Grantee" means a Participant to whom an Award is
granted under the Plan.
(f) "Participant" means any person, including consultants
and directors, who is designated a Participant and is or is expected
to be instrumental in promoting the business of the Company.
(g) "Nonqualified Stock Option" means an option to
purchase shares of Common Stock which is not intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.
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<PAGE> 2
(h) "Option" means a Nonqualified Stock Option to
purchase shares of Common Stock.
(i) "Optionee" means a Participant to whom an Option is
granted under the Plan.
(j) "Parent" means any corporation which qualifies as a
parent of a corporation under the definition of "parent corporation"
contained in Section 425(e) of the Code.
(k) "Subsidiary" means any corporation which qualifies
as a subsidiary of a corporation under the definition of "subsidiary
corporation" contained in Section 425(f) of the Code.
(l) "Term" means the period during which a particular
option may be exercised as determined by the Committee and as provided
in the option agreement.
1.3 ADMINISTRATION OF THE PLAN.
The Plan shall be administered by the Board of Directors. The Board
shall have the power to interpret and apply the Plan and to make
regulations for carrying out its purpose. More particularly, the
Board shall determine which Participants shall be granted Options and
the terms of such grants. Determinations by the Board under the Plan
(including, without limitation, determinations of the person to
receive Awards, the form, amount and timing of such Awards, and the
terms and provisions of such Awards and the agreements evidencing
same) need not be uniform and may be made by it selectively among
persons who receive, or are eligible to receive, Awards under the
Plan, whether or not such persons are similarly situated.
1.4 SHARES SUBJECT TO THE PLAN.
The total number of shares that may be purchased pursuant to Options
under the Plan shall not exceed 260,870 shares of Common Stock.
Shares subject to the Options which terminate or expire prior to
exercise shall be available for future Awards under the Plan without
again being charged against the limitation of 260,870 shares set forth
above. Shares issued pursuant to the Plan may be either unissued
shares of Common Stock or reacquired shares of Common Stock held in
treasury.
1.5 TERMS AND CONDITIONS OF OPTIONS.
All Options shall be evidenced by agreements in such form as the
Committee shall approve from time to time subject to the provisions of
Article II and Article III, as appropriate, and the following
provisions:
- 2 -
<PAGE> 3
(a) Exercise Price. The exercise price of the Option
shall be $2.875 per share.
(b) Exercise. All options must be exercised, if at all,
written thirty (30) days notice after the date of grant (the
"Termination Date").
(c) Termination. An Optionee's Option shall expire if
not exercised by the the Term specified in Section 2.1 (Termination
Date), or upon the occurrence of such events as are specified in the
agreement.
(d) Death or Disability. Options under the Plan shall not
terminate due to a Participant's death or disability.
(e) Payment. Payment for shares as to which an Option is
exercised shall be made by each Participant in cash, or at its
election, by surrendering any debt securities owed by the Company and
send Participant having a principal asset equal to the exercise price.
(f) Nontransferability. No Option granted under the Plan
shall be transferable other than by will or by the laws of descent and
distribution. During the lifetime of the Optionee, an Option shall be
exercisable only by the Optionee.
(g) Additional Provisions. Each option agreement may
contain such other terms and conditions not inconsistent with the
provisions of the Plan, including the award of cash amounts, as the
Committee may deem appropriate from time to time.
(h) Awards. Awards of Options are hereby made to the
following persons in the following amounts:
<TABLE>
<CAPTION>
NAME SHARES EXERCISE PRICE
<S> <C> <C>
Dr. J. W. Stucki 153,035 $439,973
Dr. Jeff Jones 64,405 185,165
Dr. J. Nelson 34,404 98,912
Dr. Charles Webb 4,452 12,801
Dr. Tracy Bryant 2,421 6,960
Dr. Hanks 2,153 6,191
------- --------
TOTALS 260,870 $750,000
======= ========
</TABLE>
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<PAGE> 4
1.6 STOCK ADJUSTMENTS; MERGERS.
(a) Generally. Notwithstanding Section 1.4, in the event
the outstanding shares are increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities
of the Company or of any other corporation by reason of any merger,
sale of stock, consolidation, liquidation, recapitalization,
reclassification, stock split up, combination of shares, stock
dividend, or transaction having similar effect, the total number of
shares set forth in Section 1.4 shall be proportionately and
appropriately adjusted by the Committee.
(b) Options. Following a transaction described in
subsection (a) above, if the Company continues in existence, the
number and kind of shares that are subject to any Option and the
option price per share shall be proportionately and appropriately
adjusted without any change in the aggregate price to be paid therefor
upon exercise of the Option. If the Company will not remain in
existence or substantially all of its voting Common Stock and Common
Stock will be purchased by a single purchaser or group of purchasers
acting together, then the Committee may (i) declare that all Options
shall terminate 30 days after the Committee gives written notice to
all Optionee's of their immediate right to exercise all Options then
outstanding (without regard to limitations on exercise otherwise
contained in the Options), or (ii) notify all Optionee's that all
Options granted under the Plan shall apply with appropriate
adjustments as determined by the Committee to the securities of the
successor corporation to which holders of the numbers of shares
subject to such Options would have been entitled, or (iii) take action
that is some combination of aspects of (i) and (ii). The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding. Any fractional shares
resulting from any of the foregoing adjustments under this section
shall be disregarded and eliminated.
1.7 NOTIFICATION OF EXERCISE.
Options shall be exercised by written notice directed to the Secretary
of the Company at the principal executive offices of the Company.
Such written notice shall be accompanied by any payment required
pursuant to Section 1.5(e). Exercise by an Optionee's heir or the
representative of his estate shall be accompanied by evidence of his
authority to so act in form reasonably satisfactory to the Company.
1.8 MODIFICATION, EXTENSION AND RENEWAL OF AWARDS.
Subject to the terms and conditions and within the limitations of the
Plan, the Committee may modify, extend or renew outstanding Awards or
accept the surrender of outstanding Awards (to the extent not
theretofore exercised) granted under the Plan or under any other plan
of the Company or a Subsidiary, and authorize the granting of new
Awards pursuant to the Plan in substitution therefor, and the
substituted Awards may bear such different or
- 4 -
<PAGE> 5
additional terms and conditions as the Committee shall deem
appropriate within the limitations of the Plan. Notwithstanding the
foregoing, however, no modification of an Award shall, without the
consent of the Grantee holding the Award, adversely affect the rights
or obligations of such Grantee.
1.9. COMPLIANCE WITH RULE 16b-3.
It is intended that the provisions of the Plan and any Award shall
comply in all respects with the terms and conditions of Rule 16b-3
under the Securities Exchange Act of 1934, as in effect on July 1,
1997 and as amended, or any successor provisions, as it relates to
persons subject to the reporting requirements of Section 16(a) of such
Act. To the extent that any provision hereof is found not to be in
compliance with such rule as it relates to such Act, such provision
shall be deemed to be modified so as to be in compliance with such
rule, or if such modification is not possible, shall be deemed to be
null and void, as it relates to such Grantee.
ARTICLE II
ADDITIONAL PROVISIONS
2.1 BOARD APPROVAL.
The Plan has been approved by the unanimous consent of the Board of
Directors of the Company.
2.2 COMPLIANCE WITH OTHER LAWS AND REGULATIONS.
The Plan, the grant and exercise of Options hereunder, and the
obligation of the Company to sell and deliver shares under such
Options, shall be subject to all applicable Federal and state laws,
rules, and regulations and to such approvals by any government or
regulatory agency as may be required. The Company shall not be
required to issue or deliver any certificates for shares of Common
Stock prior to (a) the listing of such shares on any stock exchange on
which the Common Stock may then be listed and (b) the completion of
any registration or qualification or exemption of such shares under
any Federal or state law, or any ruling or regulation of any
government body which the Company shall, in its sole discretion,
determine to be necessary or advisable. The Company shall file a Form
S-8 registration statement to register the Common Stock issued under
the Plan and any resales thereof.
- 5 -
<PAGE> 6
2.3 AMENDMENTS.
The Board of Directors may discontinue the Plan at any time, and may
amend it from time to time, but no amendment, without approval by
stockholders, may (a) increase the total number of shares which may be
issued under the Plan or to any individual under the Plan, (b) reduce
the Option price for shares which may be purchased pursuant to Options
under Articles II or III of the Plan, (c) extend the period during
which Awards may be granted, or (d) change the class of employees to
whom Awards may be granted, except as provided in Section 1.6. Other
than as expressly permitted under the Plan, no outstanding Award may
be revoked or altered in a manner unfavorable to the Grantee without
the consent of the Grantee.
2.4 NO RIGHTS AS SHAREHOLDER.
No Grantee shall have any rights as a shareholder with respect to any
share subject to his or her Option prior to the date of issuance to
him or her of a certificate or certificates for such shares.
2.5 WITHHOLDING.
Whenever the Company proposes or is required to issue or transfer
shares of Common Stock under the Plan, the Company shall have the
right to require the Grantee to remit to the Company an amount
sufficient to satisfy any Federal, state or local withholding tax
liability in such form as the Company may determine or accept in its
sole discretion, including payment by surrender or retention of shares
of Common Stock prior to the delivery of any certificate or
certificates for such shares.
2.6 EFFECTIVE DATE; DURATION.
The Plan shall become effective as of July 27, 1997 pursuant to Board
of Director approval received effective such date and shall expire on
December 31, 1997.
- 6 -
<PAGE> 1
EXHIBIT 5.1
[GLAST, PHILLIPS & MURRAY LETTERHEAD]
September 25, 1997
American HealthChoice, Inc.
1300 West Walnut Hill Lane
Suite 275
Irving, Texas 75038
Re: Form S-8 Registration Statement relating to the registration of
260,870 shares of common stock, $.001 par value of American
HealthChoice, Inc., pursuant to the 1997 Executive Stock Bonus
Plan
Gentlemen:
We are acting as counsel for American HealthChoice, Inc., a New York
corporation (the "Company"), in connection with the filing under the Securities
Act of 1933, as amended, of a Registration Statement for the Company on Form
S-8 filed with the Securities and Exchange Commission ("SEC") (the
"Registration Statement"), covering an aggregate of 260,870 shares (the
"Shares") of common stock, par value $.001 per share (the "Common Stock"), of
the Company which will be issued pursuant to the 1997 Executive Stock Bonus
Plan.
In that connection, we have examined the Form S-8 Registration
Statement in the form to be filed with the SEC. We have also examined and are
familiar with the originals or authenticated copies of all corporate or other
documents, records and instruments that we have deemed necessary or appropriate
to enable us to render the opinion expressed below.
We have assumed that all signatures on all documents presented to us
are genuine, that all documents submitted to us as originals are accurate and
complete, that all documents submitted to us as copies are true and correct
copies of the originals thereof, that all information submitted to us was
accurate and complete and that all persons executing and delivering originals
or copies of documents examined by us were competent to execute and deliver
such documents. In addition, we have assumed that the Shares will not be
issued for consideration less than the par value thereof and that the form of
consideration to be received by the Company for the Shares will be lawful
consideration under the New York Business Corporation Law.
Based on the foregoing and having due regard for the legal
considerations we deem relevant, we are of the opinion that the Shares, or any
portion thereof, when issued as described in the Registration Statement, will
be validly issued by the Company, fully paid and nonassessable.
<PAGE> 2
American HealthChoice, Inc.
September 25, 1997
Page 2
This opinion is limited in all respects to the laws of the United
States of America the New York Business Corporation Law.
This opinion may be filed as an exhibit to the Registration Statement.
Sincerely,
/s/ Glast, Phillips & Murray. P.C.
GLAST, PHILLIPS & MURRAY, P.C.
RLB/mdg
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference of our report dated
January 17, 1997 covering the financial statements of American HealthChoice,
Inc. as of September 30, 1996 and for each of the years in the two-year period
ended September 30, 1996 into the registration statement on Form S-8.
/s/Hein + Associates LLP
Hein + Associates LLP
Houston, Texas
September 12, 1997
