PEDIATRIC SERVICES OF AMERICA INC, S-8, 1998-02-10

PEDIATRIC SERVICES OF AMERICA INC
S-8, 1998-02-10
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<PAGE>

As filed with the Securities and Exchange Commission on February 9, 1998
Registration No. 333-
================================================================================

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

_______________

FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________

PEDIATRIC SERVICES OF AMERICA, INC.
(Exact name of registrant as specified in its charter)

DELAWARE 58-1873345
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

310 TECHNOLOGY PARKWAY, NORCROSS, GEORGIA 30092
(Address of principal executive offices, including zip code)

PEDIATRIC SERVICES OF AMERICA, INC. AMENDED AND RESTATED STOCK OPTION PLAN
AND
PEDIATRIC SERVICES OF AMERICA, INC. DIRECTORS STOCK OPTION PLAN
(Full title of the plans)

_______________

SUSAN E. DIGNAN, ESQ. COPY TO:
GENERAL COUNSEL THOMAS WARDELL, ESQ.
PEDIATRIC SERVICES OF AMERICA, INC. LONG ALDRIDGE & NORMAN LLP
310 TECHNOLOGY PARKWAY 303 PEACHTREE STREET, N.E.
NORCROSS, GEORGIA 30092 SUITE 5300
(Name and address of agent for service) ATLANTA, GEORGIA 30308-3201
(404) 441-1580 (404) 527-4000
(Telephone number, including area code,
of agent for service)

If any of the securities 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, check the following box. [X]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================
Title of Proposed Proposed
securities Amount maximum maximum Amount of
to be to be offering price aggregate registration
registered registered (1) per share (2) offering price (2) fee (2)
====================================================================================
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value
per share 1,050,000
205,000
---------
Total: 1,255,000 $19.00 $23,845,000 $7,226
====================================================================================
</TABLE>

(1) The shares of Common Stock being registered represent (i) 1,050,000 shares
of Common Stock that may be acquired pursuant to options available for
grant in the future under the Pediatric Services of America, Inc. Amended
and Restated Stock Option Plan (the "Stock Option Plan") and (ii) 205,000
shares of Common Stock that may be acquired pursuant to options available
for grant in the future under the Pediatric Services of America, Inc.
Directors Stock Option Plan (the "Directors Plan").

(2) The offering price for the shares is not presently determinable, is
estimated pursuant to Rule 457(h)(1) solely for the purpose of calculating
the registration fee, and is based upon the average of the high and low
prices of the Registrant's Common Stock on February 3, 1998 as quoted on
the Nasdaq National Market.
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

The documents containing the information specified in Part I of the
instructions to the Registration Statement on Form S-8 will be sent or given to
participants in the Pediatric Services of America, Inc. Amended and Restated
Stock Option Plan and the Pediatric Services of America, Inc. Directors Stock
Option Plan as required by Rule 428(b)(1) of the rules promulgated under the
Securities Act of 1933, as amended.

I-1
<PAGE>

PROSPECTUS

PEDIATRIC SERVICES OF AMERICA, INC.

1,750,000 SHARES
COMMON STOCK

---------------------------

This Prospectus relates to reoffers and resales by certain affiliates (the
"Selling Stockholders") of Pediatric Services of America, Inc. (the "Company")
of up to 1,750,000 shares of Common Stock, $.01 par value, of the Company (the
"Common Stock"), issuable upon the exercise of stock options to be granted by
the Company pursuant to the Company's Amended and Restated Stock Option Plan
(the "Stock Option Plan"). The number of shares offered hereby may be adjusted
as a result of events such as stock splits, stock dividends or similar
transactions pursuant to the terms of the Stock Option Plan.

The sale of the shares offered hereby may be effected from time to time on
the Nasdaq National Market or such other national securities exchange or
automated interdealer quotation system on which the shares of the Company's
Common Stock are then listed, in transactions in the over-the-counter market or
in negotiated transactions or through a combination of such methods of sale, at
prevailing market prices or at negotiated prices.

The shares of Common Stock of the Company are listed on the Nasdaq National
Market under the trading symbol "PSAI." On February 5, 1998, the last reported
sale price for the shares of Common Stock on the Nasdaq National Market was
$20.25 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.

The date of this Prospectus is February 9, 1998.

NO DEALER, SALESMAN OR ANY 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 OFFERING HEREIN CONTEMPLATED AND, IF GIVEN OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED BY THE COMPANY OR THE SELLING STOCKHOLDERS. THIS PROSPECTUS DOES NOT
CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
SECURITIES OFFERED HEREBY IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE
THE DATE HEREOF OR THAT ANY INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY
TIME SUBSEQUENT TO ITS DATE.
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>

AVAILABLE INFORMATION.............................................. 1

GENERAL INFORMATION................................................ 2

SELLING STOCKHOLDERS............................................... 2

MANNER OF SALE..................................................... 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 3

EXPERTS............................................................ 3

LEGAL MATTERS...................................................... 4
</TABLE>
<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"). Proxy statements,
reports and other information concerning the Company can be inspected and copied
at prescribed rates at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549 and at
the regional offices of the Commission at Seven World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. In addition, the reports, proxy statements and
other information can be obtained from the Commission's website at
http:www.sec.gov. Quotations relating to the Common Stock appear on the Nasdaq
National Market. Reports, proxy statements and other information concerning the
Company also can be inspected at the offices of the Nasdaq National Market, 1753
K Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form
S-8 (the "Registration Statement") under the Securities Act with respect to the
shares of Common Stock offered hereby. This Prospectus, which is a part of the
Registration Statement, does not contain all the information set forth in, or
annexed as exhibits to, the Registration Statement, certain portions of which
have been omitted pursuant to 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 made to the Registration Statement, including the
exhibits thereto. Copies of the Registration Statement, including exhibits, may
be obtained from the aforementioned public reference facilities of the
Commission upon payment of the prescribed fees or may be examined without charge
at such facilities. Statements contained herein concerning any document filed
as an exhibit are not necessarily complete and, in each instance, reference is
made to the copy of such document filed as an exhibit to the Registration
Statement. Each such statement is qualified in its entirety by such reference.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, including any beneficial owner, upon the written
or oral request of such person, a copy of any or all of the documents
incorporated by reference herein (other than exhibits to such documents, unless
such exhibits are specifically incorporated by reference into the information
that the Prospectus incorporates). Requests should be directed to: Susan E.
Dignan, General Counsel, Pediatric Services of America, Inc., 310 Technology
Parkway, Norcross, Georgia 30092, telephone number 770-441-1580.

1
<PAGE>

GENERAL INFORMATION

The Company is a Delaware corporation with its principal executive offices
at 310 Technology Parkway, Norcross, Georgia 30092. Its telephone number is
(770) 441-1580.

Up to 1,750,000 shares of Common Stock offered hereby may be issued to the
Selling Stockholders by the Company upon the exercise of stock options granted
and available to be granted in the future pursuant to the Stock Option Plan.

SELLING STOCKHOLDERS

The following table sets forth as of the date of this Prospectus the name
of each person eligible to use this Prospectus as a Selling Stockholder, the
number of shares of Common Stock beneficially owned by such Selling Stockholder
prior to this offering, the number of shares that the Selling Stockholder is
eligible to reoffer and resell hereby and the number of shares of Common Stock
to be owned after the completion of the offering made hereby. According to rules
adopted by the Commission, one is a "beneficial owner" of securities if one has
or shares the power to vote or direct the voting or the disposition of the
securities. Except as otherwise noted, the indicated owners have sole voting
and investment power with respect to shares beneficially owned. An asterisk (*)
indicates beneficial ownership of less than 1% of the outstanding shares of
Common Stock of the Company. The business address of each Selling Stockholder
is 310 Technology Parkway, Norcross, Georgia 30092.

<TABLE>
<CAPTION>
SHARES OWNED PRIOR SHARES OWNED AFTER
TO OFFERING COMPLETION OF OFFERING
----------------------- -----------------------
PERCENT NUMBER OF SHARES PERCENT
NAME NUMBER(1) OF CLASS OFFERED HEREBY NUMBER OF CLASS
- ---- ---------- ---------- ---------------- ------- -----------
<S> <C> <C> <C> <C> <C>
Joseph D. Sansone... 190,271(2) 2.9% 64,950 125,321 1.9%
Stephen M. Mengert.. 5,000(3) * 5,000 0 *
James R. Henderson.. 49,200(4) * 12,850 36,350 *
Charles P. Gaetano.. 4,960(5) * 4,250 650 *
</TABLE>

The positions held by the Selling Stockholders with the Company during the
past three years are as follows:

JOSEPH D. SANSONE. Mr. Sansone has been Chairman of the Board of
Directors, President and Chief Executive Officer of the Company since its
formation in 1989.

2
<PAGE>

STEPHEN M. MENGERT. Mr. Mengert began employment on July 15, 1996 as
Senior Vice President, Chief Financial Officer, Secretary and Treasurer of the
Company.

JAMES R. HENDERSON. Mr. Henderson has served with the Company since its
formation in 1989 and is currently the Company's Senior Vice President of
Operations.

CHARLES P. GAETANO. Mr. Gaetano began his employment with the Company on
April 1, 1995 in connection with the Company's purchase of Pediatric Partners,
Inc.

MANNER OF SALE

The offering being made hereby is not underwritten. The sale of the shares
offered hereby by the Selling Stockholders may be effected from time to time on
the Nasdaq National Market or such other national securities exchange or
automated interdealer quotation system on which the shares of the Company's
Common Stock are then listed, in transactions in the over-the-counter market or
in negotiated transactions or through a combination of such methods of sale at
market prices prevailing at the time of sale or at negotiated prices. The
Selling Stockholders may effect such transactions by selling the shares to or
through broker-dealers, and such broker-dealers may receive compensation in the
form of discounts, concessions or commissions from the Selling Stockholders
and/or the purchasers of the shares for which such broker-dealers may act as
agents or to whom they sell as principals, or both.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
are hereby incorporated herein by reference as of their respective dates.

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;

(2) The Company's Proxy Statement dated December 30, 1997 relating to its
1998 Annual Meeting of Stockholders; and

(3) The description of the Company's Common Stock as contained in the
Company's Amended Registration Statement on Form S-1 (Registration No.
33-92220) declared effective by the Commission on June 13, 1995, at
"Description of Capital Stock."

All reports and documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated by reference herein and made a part
hereof from the date of the filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference 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 subsequently filed
document which also is or is deemed to be incorporated by reference herein
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

EXPERTS

3
<PAGE>

statement. The consolidated financial statements of Premier Medical Services,
Inc. for the year ended September 30, 1995 (consolidated with those of the
Company) have been audited by Deloitte & Touche LLP as stated in their report
also incorporated herein by reference. Such financial statements of the Company
and its consolidated subsidiaries are incorporated herein by reference in
reliance upon the respective reports of such firms given upon their authority as
experts in accounting and auditing.

LEGAL MATTERS

The legality of the Shares offered hereby has been passed upon for the
Company by Long Aldridge & Norman LLP, 303 Peachtree Street, N.E., Suite 5300,
Atlanta, Georgia 30308, counsel to the Company.

4
<PAGE>

PROSPECTUS

PEDIATRIC SERVICES OF AMERICA, INC.

300,000 SHARES
COMMON STOCK

----------------------------

This Prospectus relates to reoffers and resales by certain affiliates (the
"Selling Stockholders") of Pediatric Services of America, Inc. (the "Company")
of up to 300,000 shares of Common Stock, $.01 par value, of the Company (the
"Common Stock"), issuable upon the exercise of stock options granted and to be
granted in the future by the Company pursuant to the Company's Directors Stock
Option (the "Directors Plan"). The number of shares offered hereby may be
adjusted as a result of events such as stock splits, stock dividends or similar
transactions pursuant to the terms of the Directors Plan.

The sale of the shares offered hereby may be effected from time to time in
transactions on the Nasdaq National Market or such other national securities
exchange or automated interdealer quotation system on which the shares of the
Company's Common Stock are then listed, in the over-the-counter market or in
negotiated transactions or through a combination of such methods of sale, at
prevailing market prices or at negotiated prices.

-----------------------------

The date of this Prospectus is February 9, 1998.

<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

Page
----
<S> <C>

AVAILABLE INFORMATION.............................................. 1

GENERAL INFORMATION................................................ 2

SELLING STOCKHOLDERS............................................... 2

MANNER OF SALE..................................................... 3

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.................... 3

EXPERTS............................................................ 3

LEGAL MATTERS...................................................... 4
</TABLE>
<PAGE>

AVAILABLE INFORMATION

1
<PAGE>

GENERAL INFORMATION

The Company is a Delaware corporation with its principal executive offices
at 310 Technology Parkway, Norcross, Georgia 30092. Its telephone number is
(770) 441-1580.

Up to 300,000 shares of Common Stock offered hereby may be issued to the
Selling Stockholders by the Company upon the exercise of stock options granted
and to be granted in the future pursuant to the Directors Plan.

SELLING STOCKHOLDERS

<TABLE>
<CAPTION>
SHARES OWNED PRIOR SHARES OWNED AFTER
TO OFFERING COMPLETION OF OFFERING
----------------------- -----------------------
PERCENT NUMBER OF SHARES PERCENT
NAME NUMBER(1) OF CLASS OFFERED HEREBY NUMBER OF CLASS
- ---- ---------- -------- ------------------ ------- ----------
<S> <C> <C> <C> <C> <C>
Robert P. Pinkas... 155,351(2) 2.4% 15,000 140,351 2.2%
Richard S. Smith... 28,093(3) * 15,000 13,093 *
Adam O. Holzhauer.. 58,000(4) * 16,400 41,600 *
Michael J. Finn.... 15,700(5) * 15,000 700 *
Irving S. Shapiro.. 41,600(6) * 41,600 0 *
</TABLE>

(1) The number of shares shown includes shares that are not currently
outstanding but which certain stockholders are entitled to acquire or will
be entitled to acquire within 60 days herefrom upon the exercise of stock
options. Such shares are deemed to be outstanding for the purpose of
computing the percentage of outstanding Common Stock owned by the
particular stockholder or group but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person.
(2) The shares indicated include 15,000 shares subject to options, 6,437 shares
of Common Stock owned by Pinkas Family Partners of which Mr. Pinkas is
general partner, and 123,914 shares of Common Stock owned by Brantley
Venture Management, L.P. of which Pinkas Family Partners is the general
partner.
(3) The shares indicated include 15,000 shares subject to options and 13,093
shares of Common Stock held by Smith Family Investment Partners. Mr. Smith
is general partner of Smith Family Investment Partners, and he therefore
may be deemed to beneficially own the shares held by Smith Family
Investment Partners. Mr. Smith disclaims any beneficial ownership of the
shares held by Smith Family Investment Partners.
(4) The shares indicated include 16,400 shares subject to options.
(5) The shares indicated include 15,000 shares subject to options.
(6) All of the shares indicated are subject to options.

2
<PAGE>

The Selling Stockholders are non-employee directors of the Company.

MANNER OF SALE

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by the Company with the Commission
are hereby incorporated herein by reference as of their respective dates.

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;

(2) The Company's Proxy Statement dated December 30, 1997 relating to its
1998 Annual Meeting of Stockholders; and

All reports and documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date hereof and prior
to the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisteres all securities then
remaining unsold, shall be deemed to be incorporated by reference herein and
made a part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
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
subsequently filed document which also is or is deemed to be incorporated by
reference herein modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.

EXPERTS

The consolidated financial statements and schedules of Pediatric Services
of America, Inc. and its consolidated subsidiaries (except for Premier Medical
Services, Inc. for the year ended September 30, 1995) as of September 30, 1997
and 1996 and for each of the three years in the period ended September 30, 1997
incorporated by reference in this prospectus and registration statement have
been audited by Ernst & Young LLP, independent auditors, as stated in their
reports also incorporated by reference in this prospectus and registration
statement. The consolidated financial statements of Premier Medical Services,
Inc. for the year ended September 30, 1995 (consolidated with those of the
Company) have been audited by Deloitte & Touche LLP as stated in their report
also incorporated herein by reference. Such financial statements of the Company
and its consolidated subsidiaries are incorporated herein by reference in
reliance upon the respective reports of such firms given upon their authority as
experts in accounting and auditing.

3
<PAGE>

LEGAL MATTERS

The legality of the Shares offered hereby has been passed upon for the
Company by Long Aldridge & Norman LLP, 303 Peachtree Street, N.E., Suite 5300,
Atlanta, Georgia 30308, counsel to the Company.

4
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------

The contents of the Registration Statement on Form S-8 (File No. 33-88406)
are hereby incorporated by reference. The changes contained in this filing with
respect to the aforementioned registration statement pertain only to the number
of shares issuable pursuant to the exercise of options under the Stock Option
Plan and the Directors Stock Option Plan.

The following documents heretofore filed by Pediatric Services of America,
Inc. (the "Company" or the "Registrant") with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act") hereby are incorporated herein by reference as
of their respective dates:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1997;

(2) The Company's Proxy Statement, dated December 30, 1997 relating to its
1998 Annual Meeting of Stockholders; and

(3) The description of the Company's Common Stock as contained in the
Company's Amended Registration Statement on Form S-1 (Registration No. 33-92220)
declared effective by the Commission on June 13, 1995, at "Description of
Capital Stock."

All reports and documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, subsequent to the date
hereof and prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold shall be deemed to be incorporated herein by
reference and made a part hereof from the date of the filing of such documents.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------

Article Ninth of the Company's Amended and Restated Certificate of
Incorporation and Article VI, Section 4 of the Company's Amended and Restated
Bylaws provide that each person who was or is made a party to, is threatened to
be made a party to or is involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative (a "Proceeding"), by reason of
the fact that he is or was a person for whom he is a legal representative, or is
or was a director, officer, employee or agent of the Company (or was serving at
the request of the Company as a director, officer, employee or agent of another
entity, including employee benefit plans) will be indemnified and held harmless
by the Company to the fullest extent authorized by the Delaware General
Corporation Law as it currently exists or is later amended. The Company shall
be required to indemnify a person in connection with a Proceeding initiated by
such person only if the Proceeding was authorized by the Board of Directors of
the Company.

Under Section 145 of the Delaware General Corporation Law, a corporation
may indemnify a director, officer, employee or agent of the corporation (or
other entity if such person is serving in such capacity at the corporation's
request) against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him if he acted
in good faith and in a manner he reasonably believed to be in, or not opposed
to, the best interests of the corporation, and, with respect to any criminal
action or proceeding, had no reasonable cause to believe his conduct was
unlawful. In the case of an action brought by or in the right of a

II-1
<PAGE>

corporation, the corporation may indemnify a director, officer, employee or
agent of the corporation (or other entity if such person is serving in such
capacity at the corporation's request) against expenses (including attorneys'
fees) actually and reasonably incurred by him if he acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interests of
the corporation, except that no indemnification shall be made in respect of any
claim, issue or matter as to which such person shall have been adjudged to be
liable to the corporation unless a court determines that, despite the
adjudication of liability but in view of all the circumstances of the case, such
person is fairly and reasonably entitled to indemnification for such expenses as
the court shall deem proper. Expenses (including attorneys' fees) incurred by an
officer or director in defending any civil, criminal, administrative or
investigation action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding upon receipt
of an undertaking by or on behalf of such director or officer to repay such
amount if it shall ultimately be determined that he is not entitled to be
indemnified by the corporation.

Article Seventh of the Company's Amended and Restated Certificate of
Incorporation also provides that a director of the Company shall not be
personally liable to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, except for liability (i) for any breach
of the director's duty of loyalty to the Company or its stockholders, (ii) for
any acts or omissions not in good faith or which involve intentional approval of
misconduct or knowing violation of law, (iii) under Section 174 of the Delaware
General Corporation Law or (iv) for any transaction in which the director
derived an improper personal benefit.

The Company maintains directors and officers liability insurance that will
insure against liabilities that directors or officers of the Company may incur
in such capacities.

ITEM 8. EXHIBITS
--------

EXHIBIT
NUMBER DESCRIPTION
- ------ -----------

4.1(a) Amended and Restated Certificate of Incorporation of the
Company. (1)

4.1(b) Certificate of Amendment of Amended and Restated Certificate
of Incorporation of the Company. (2)

4.2 Amended and Restated Bylaws of the Company. (3)

5.1 Opinion of Long Aldridge & Norman LLP. *

10.1 Amended and Restated Stock Option Plan, as amended, of the Company.(4)

10.2 Amendment to the Company's Amended and Restated Stock Option Plan, as
amended. (4)

10.3 Amendment to the Company's Amended and Restated Stock Option Plan, as
amended. *

10.4 The Company's Directors Plan.(5)

10.5 Amendment to the Company's Directors Plan. (6)

10.6 Amendment to the Company's Directors Plan. *

23.1 Consent of Ernst & Young LLP. *

23.2 Consent of Deloitte & Touche LLP *

II-2
<PAGE>

23.3 Consent of Long Aldridge & Norman LLP (included in the opinion filed
as Exhibit 5.1). *

24.1 Powers of Attorney (see signature page to this Registration
Statement). *

- ----------------------------------
* Filed herewith.

(1) Incorporated herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).

(2) Incorporated herein by reference to Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996.

(3) Incorporated herein by reference to Exhibit 3.2 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).

(4) Incorporated herein by reference to Exhibit 10.7 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration
No. 33-77880).

(5) Incorporated herein by reference to Exhibit 10.12 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration
No. 33-77880).

(6) Incorporated herein by reference to Exhibit 10.8(d) to Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995.

ITEM 9. UNDERTAKINGS
------------

A. RULE 415 OFFERING.

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 "1933 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. 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 low or high and of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
20 percent change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

(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;

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<PAGE>

provided, however, because this registration statement is on Form S-8,
paragraphs (a)(1)(i) and (a)(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 with or furnished to the Commission by the Registrant
pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by
reference in this registration statement.

(2) That, for the purpose of determining any liability under the 1933
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. SUBSEQUENT DOCUMENTS INCORPORATED BY REFERENCE.

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 Section 15(d) of the Exchange 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. INDEMNIFICATION OF OFFICERS, DIRECTORS AND CONTROLLING
PERSONS.

Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the provisions described under Item 6 above, 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 Company of expenses
incurred or paid by a director, officer or controlling person of the Company 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 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, 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 town of Norcross, State of Georgia, on February 6, 1998.

PEDIATRIC SERVICES OF AMERICA, INC.
(Registrant)

By: /s/ Joseph D. Sansone
---------------------------
Joseph D. Sansone
Chairman of the Board, President and
Chief Executive Officer

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Joseph D. Sansone and Stephen M. Mengert, and
each of them, as his true and lawful attorneys-in-fact, each acting alone, 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
any post-effective amendments) to this Registration Statement on Form S-8, and
to file the same, with all exhibits thereto and any other documents in
connection therewith, with the Securities and Exchange Commission, hereby
ratifying and confirming all that said attorneys-in-fact (or any of them) and
agents or their substitutes, may lawfully do or cause to be done by virtue
thereof.

Pursuant to the requirements of the Securities Act, this registration
statement has been signed by the following persons in the capacities indicated
as of February 6, 1998.

Signatures Title
- ---------- -----

/s/ Joseph D. Sansone Chairman of the Board of Directors,
- ------------------------------ President and Chief Executive Officer
Joseph D. Sansone (Principal Executive Officer)

/s/ Stephen M. Mengert Chief Financial Officer, Senior Vice President,
- ---------------------------- Treasurer and Secretary
Stephen M. Mengert (Principal Financial and Accounting Officer)

/s/ Michael J. Finn Director
- ---------------------------
Michael J. Finn

/s/ Adam O. Holzhauer Director
- ----------------------------
Adam O. Holzhauer

/s/ Robert P. Pinkas Director
- ----------------------------
Robert P. Pinkas

/s/ Irving S. Shapiro Director
- ----------------------------
Irving S. Shapiro

/s/ Richard S. Smith Director
- ----------------------------
Richard S. Smith

II-5
<PAGE>

EXHIBIT INDEX

Exhibit
- -------

4.1(a) Amended and Restated Certificate of Incorporation of the Company.(1)

4.1(b) Certificate of Amendment of Amended and Restated Certificate of
Incorporation of the Company. (2)

4.2 Amended and Restated Bylaws of the Company. (3)

5.1 Opinion of Long Aldridge & Norman LLP. *

10.1 Amended and Restated Stock Option Plan, as amended, of the Company.(4)

10.2 Amendment to the Company's Amended and Restated Stock Option Plan, as
amended. (4)

10.3 Amendment to the Company's Amended and Restated Stock Option Plan, as
amended. *

10.4 The Company's Director's Plan.(5)

10.5 Amendment to the Company's Directors Plan. (6)

10.6 Amendment to the Company's Directors Plan. *

23.1 Consent of Ernst & Young LLP. *

23.2 Consent of Deloitte & Touche LLP. *

23.3 Consent of Long Aldridge & Norman LLP (included in the opinion filed
as Exhibit 5.1). *

24.1 Powers of Attorney (see signature page to this Registration
Statement). *

- -----------------------------------
* Filed herewith.

(1) Incorporated herein by reference to Exhibit 3.1 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).

(2) Incorporated herein by reference to Exhibit 3.1 to Registrant's Quarterly
Report on Form 10-Q for the quarter ended December 31, 1996.

(3) Incorporated herein by reference to Exhibit 3.2 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration No.
33-77880).

(4) Incorporated herein by reference to Exhibit 10.7 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration
No. 33-77880).

(5) Incorporated herein by reference to Exhibit 10.12 to Registrant's
registration statement on Form S-1, filed May 31, 1994 (Registration
No. 33-77880).

(6) Incorporated herein by reference to Exhibit 10.8(d) to Registrant's Annual
Report on Form 10-K for the fiscal year ended September 30, 1995.

II-6

<PAGE>

Exhibit 5.1

LONG ALDRIDGE & NORMAN LLP
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308

February 6, 1998

Pediatric Services of America, Inc.
310 Technology Parkway
Norcross, Georgia 30092

Re: Pediatric Services of America, Inc.
Amended and Restated Stock Option Plan
and Directors Stock Option Plan --
Registration Statement on Form S-8

Ladies and Gentlemen:

We have acted as counsel to Pediatric Services of America, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of a
Registration Statement on Form S-8 (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission. Pursuant to the
Registration Statement, the Company intends to register under the Securities Act
of 1933, as amended, an aggregate of 1,255,000 shares (the "Shares") of common
stock, par value $.01 per share (the "Common Stock") of the Company. The Shares
represent (i) 1,050,000 shares of Common Stock to be acquired upon the exercise
of options which may be granted in the future under the Company's Amended and
Restated Stock Option Plan (the "Stock Option Plan") and (ii) 205,000 shares of
Common Stock to be acquired upon the exercise of options which may be granted in
the future under the Directors Stock Option Plan (the "Directors Plan").

The opinion hereinafter set forth is given to the Company pursuant to Item
8 of Form S-8 and Item 601(b)(5) of Regulation S-K. The only opinion rendered
by this firm consists of the matter set forth in numbered paragraph (1) below
(our "Opinion"), and no other opinion is implied or to be inferred beyond such
matters. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.

Our Opinion is furnished for the benefit of the Company solely with regard
to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.

In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion, including, without limitation, the
record of corporate proceedings, the Stock Option Plan and the Directors Plan.
In making all of our examinations, we assumed the genuineness of all

1
<PAGE>

signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original documents of all documents submitted to us as copies,
and the due execution and delivery of all documents by any persons or entities
other than the Company where due execution and delivery by such persons or
entities is a prerequisite to the effectiveness of such documents.

As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of officers of the
Company and originals or copies of certificates of various public officials. We
have not independently verified or investigated, nor do we assume any
responsibility for, the factual accuracy or completeness of such factual
statements.

Members of this firm are admitted to the Bar of the State of Georgia and
are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our opinion therefore is governed by, the
General Corporation Law of the State of Delaware (the "Delaware GCL"), we do not
herein express any opinion concerning any matter respecting or affected by any
laws other than the laws set forth in the Delaware GCL that are now in effect
and that, in the exercise of reasonable professional judgment, are normally
considered in transactions such as those contemplated by the issuance of the
Shares pursuant to the Stock Option Plan and the Directors Plan. The Opinion
hereinafter set forth is based upon pertinent laws and facts in existence as of
the date hereof, and we expressly disclaim any obligation to advise you of
changes to such pertinent laws or facts that hereafter may come to our
attention.

Based upon and subject to the foregoing, we are of the following opinion:

(1) the Shares, when issued upon the exercise of options, in accordance
with the terms of the Stock Option Plan or the Directors Plan, as
applicable, against payment in full of the option exercise price
therefor, will be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this Opinion as an exhibit to the
Registration Statement.

Very truly yours,

LONG ALDRIDGE & NORMAN LLP

By: /s/ Thomas Wardell
-------------------------------------
Thomas Wardell

<PAGE>

EXHIBIT 10.3

AMENDMENT TO THE
PEDIATRIC SERVICES OF AMERICA, INC.
AMENDED AND RESTATED STOCK OPTION PLAN

This Amendment to the Pediatric Services of America, Inc. Amended and
Restated Stock Option Plan (the "Plan") is made and entered into this 5th day of
November, 1997, to be effective as of the 1st day of January, 1997, by Pediatric
Services of America, Inc. (the "Company").

WITNESSETH:
----------

WHEREAS, the Company wishes to amend the plan to increase the number of
shares available for issuance under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

Section 3(a) of the Plan is amended to read as follows:

"(a) Effective as of the January 1, 1997, subject to the provisions of
paragraph 9 relating to adjustments upon changes in stock, the stock
that may be sold pursuant to options granted under the Plan (together
with any options granted to Directors of the Company outside of the
Plan) shall not exceed in the aggregate One Million Seven Hundred Fifty
Thousand (1,750,000) shares of the Company's Common Stock. If any option
granted under the Plan shall for any reason expire or otherwise
terminate without having been exercised in full, the stock not purchased
shall again become available for the Plan."

Except as specifically set forth herein, the terms of the Plan shall
remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to
be executed by its duly authorized officer as of the date first written above.

PEDIATRIC SERVICES OF AMERICA, INC.

By:
--------------------------------------

Title: /s/ Joseph D. Sansone, President
-----------------------------------

<PAGE>

EXHIBIT 10.6

AMENDMENT TO THE
PEDIATRIC SERVICES OF AMERICA, INC.
DIRECTORS' STOCK OPTION PLAN

This Amendment to the Pediatric Services of America, Inc. Directors'
Stock Option Plan (the "Plan") is made and entered into this 5th day of
November, 1997, to be effective as of the 1st day of January, 1997, by Pediatric
Services of America, Inc., (the "Company").

WITNESSETH:
-----------

WHEREAS, the Company wishes to amend the Plan to provide for
discretionary grants of options to the outside directors, as well as to increase
the number of shares available for issuance under the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows:

Section 4 of the Plan is amended to read as follows:

"Section 4. Reserved Shares. Effective January 1, 1997, a total of
--------- ---------------
Three Hundred Thousand (300,000) shares of the Company's Common Stock is
reserved for issuance pursuant to the terms of the Plan."

Section 5 of the Plan is hereby amended by adding the following
paragraph to the end thereof:

"Effective as of January 1, 1997, the Compensation Committee of the
Board of Directors (the "Compensation Committee") shall have the
authority and sole discretion (i) to make additional grants of options
to acquire shares of the Corporation's Common Stock to Eligible
Directors at such times and in such amounts as the Compensation
Committee in its sole discretion shall deem appropriate and (ii) to
approve all subsequent transactions related to such grants."

Effective as of January 1, 1997, Section 12 of the Plan is deleted in
its entirety.

1
<PAGE>

Except as specifically set forth herein, the terms of the Plan shall
remain in full force and effect.

IN WITNESS WHEREOF, the Company has caused this Amendment to the Plan to
be executed by its duly authorized officer as of the date first written above.

PEDIATRIC SERVICES OF AMERICA, INC.

By:
------------------------------------

Title: /s/ Joseph D. Sansone, President
---------------------------------

<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 No. ____________) pertaining to the Amended and
Restated Stock Option Plan of Pediatric Services of America, Inc. and to the
incorporation by reference therein of our report dated November 18, 1997 with
respect to the consolidated financial statements and schedules of Pediatric
Services of America, Inc., included or incorporated by reference in its Annual
Report (Form 10-K) for the year ended September 30, 1997, filed with the
Securities and Exchange Commission.

/s/ Ernst & Young LLP

Atlanta, Georgia
February 3, 1998

<PAGE>

EXHIBIT 23.2

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
Pediatric Services of America, Inc. on Form S-8 of our report dated November 21,
1995 (February 29, 1996 as to Note 10) relating to the consolidated financial
statements of Premier Medical Services, Inc. for the year ended September 30,
1995 (not included separately therein) appearing in the Annual Report on Form
10-K of Pediatric Services of America, Inc. for the year ended September 30,
1997 and to the reference to us under the heading "Experts" in the Prospectus,
which is part of this Registration Statement.

DELOITTE & TOUCHE LLP

San Jose, California
February 3, 1998