As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------------------
PRIME MEDICAL SERVICES, INC.
(Exact name of registrant as specified in its charter)
Delaware 74-2652727
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746-6550
(Address of registrant's principal executive offices)
1993 STOCK OPTION PLAN OF NEW PMSI, INC.
(Full title of the plan)
------------------------
KENNETH S. SHIFRIN
Prime Medical Services, Inc.
1301 Capital of Texas Highway, Suite C-300
Austin, Texas 78746-6550
(512) 328-2892
(Name, address and telephone number
of registrant's agent for service)
----------------------------------
Copies to:
TIMOTHY L. LA FREY
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1900 Frost Bank Plaza
816 Congress Avenue
Austin, Texas 78701
(512) 499-6200
--------------
This Registration Statement shall become effective immediately upon filing with
the Securities and Exchange Commission, and sales of the registered securities
will thereafter be effected upon option exercises under the Plan.
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<TABLE>
CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Title of securities Proposed maximum Offering Proposed maximum Amount of
to be registered amount to be price aggregate registration fee
registered(1) per share offering price
Common Stock, $.01 par value(1) 500,000 $ 10.8125(2) $5,406,250(2) $ 1,638.26(2)
- ----------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416, there are also being registered such additional
shares of common stock as may become issuable pursuant to the antidilution
provisions of the Plan. This Registration Statement also pertains to rights to
purchase shares of Common Stock of the Registrant. One right is attached to and
trades with each share of Common Stock of the Registrant. Until the occurrence
of certain events, the rights are not exercisable and will not be evidenced or
transferred apart from the Common Stock.
(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and Rule 457(h), using the average of the high and
low sales prices reported on The Nasdaq National Market for the Registrant's
Common Stock on August 14, 1997.
<PAGE>
As filed with the Securities and Exchange Commission on August 15, 1997
Registration No. 33-
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
- ------ ---------------------------------------
Prime Medical Services, Inc., formerly known as New PMSI, Inc. (the
"Company") has previously filed a Registration Statement on Form S-8,
Registration No. 33-70478 with the Securities and Exchange Commission (the
"Commission") with respect to the registration of securities of the same class,
relative to the same employment benefit plan, as the securities being registered
pursuant to this Registration Statement.
The Company hereby incorporates by reference into this Registration
Statement the following documents previously filed with the Commission:
(a) The Form S-8 Registration Statement filed by the Company on October 18,
1993 with the Commission as Registration No. 33-70478;
(b) The Company's Annual Report on Form 10-K for the year ended December
31, 1996;
(c) The Company's Quarterly Report on Form 10-Q for the period ended June
30, 1997;
(d) The description of the Company's outstanding Common Stock contained in
the Company's Form 8-A, dated September 14, 1993; and
(e) The description of the rights issued to stockholders of the Company
contained in the Company's Form 8-A, dated March 10, 1994.
All reports and other documents subsequently filed by the Company pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
as amended, 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 into this Registration Statement and to be a part hereof from the date
of filing of such documents.
Item 8. Exhibits
- ------- --------
Exhibit Number Exhibit
-------------- -------
5.1 Opinion of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
23.1 Consent of Akin, Gump, Strauss, Hauer & Feld, L.L.P.
(included in the Opinion filed as Exhibit 5.1 to this
Registration Statement)
23.2 Consent of KPMG Peat Marwick LLP
24.1 Power of Attorney (reference is made to the Signature
Page of this Registration Statement)
99.1 First Amendment to 1993 Stock Option Plan of Prime
Medical Services, Inc.
II-1
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Austin, State of Texas, on this 15th day of August,
1997.
PRIME MEDICAL SERVICES, INC.
By /s/ Cheryl Williams
-------------------
Cheryl Williams
Vice President-Finance
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of Prime Medical Services,
Inc., a Delaware corporation, do hereby constitute and appoint Kenneth S.
Shifrin and Cheryl Williams, and each of them, the lawful attorneys-in-fact and
agents with full power and authority to do any and all acts and things and to
execute any and all instruments which said attorneys and agents, and either one
of them, determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any rules
or regulations or requirements of the Securities and Exchange Commission in
connection with this Registration Statement. Without limiting the generality of
the foregoing power and authority, the powers granted include the power and
authority to sign the names of the undersigned officers and directors in the
capacities indicated below to this Registration Statement, to any and all
amendments, both pre-effective and post-effective, and supplements to this
Registration Statement, and to any and all instruments or documents filed as
part of or in conjunction with this Registration Statement or amendments or
supplements thereof, and each of the undersigned hereby ratifies and confirms
all that said attorneys and agents, or either of them, shall do or cause to be
done by virtue hereof. This Power of Attorney may be signed in several
counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
Signature Title Date
--------- ----- ----
/s/ Kenneth S. Shifrin Chairman of the Board and
- ----------------------
KENNETH S. SHIFRIN Director August 15, 1997
/s/ Joseph Jenkins, M.D. President, Chief Executive Officer
- ------------------------
JOSEPH JENKINS, M.D. and Director August 15, 1997
/s/ Cheryl Williams Chief Financial Officer, Vice
- -------------------
CHERYL WILLIAMS President--Finance and Secretary
(Chief Accounting Officer) August 15, 1997
/s/ Paul R. Butrus Director August 1, 1997
- ------------------
PAUL R. BUTRUS
II-2
<PAGE>
/s/ William E. Foree, M.D. Director August 4, 1997
- --------------------------
WILLIAM E. FOREE, M.D.
/s/ Irwin Katz Director August 15, 1997
- --------------
IRWIN KATZ
/s/ John A. McEntire IV Director August 15, 1997
- -----------------------
JOHN A. MCENTIRE IV
/s/ William A. Searles Director August 15, 1997
- ----------------------
WILLIAM A. SEARLES
/s/ Michael J. Spaulding, M.D. Director August 1, 1997
- ------------------------------
MICHAEL J. SPALDING, M.D.
II-3
<PAGE>
INDEX TO EXHIBITS
Sequentially
Numbered
Exhibit Number Exhibit Page
- -------------- ------- ----
5.1 Opinion of Akin, Gump, Strauss, 2
Hauer & Feld, L.L.P.
23.1 Consent of Akin, Gump, Strauss,
Hauer & Feld, L.L.P. (included
in the Opinion filed as Exhibit 5.1
to this Registration Statement) -
23.2 Consent of KPMG Peat Marwick LLP 3
24.1 Power of Attorney (reference is made to
the Signature Page of this
Registration Statement) -
99.1 First Amendment to 1993 Stock Option Plan
of Prime Medical Services, Inc. 4
1
EXHIBIT 5.1
2
<PAGE>
Prime Medical Services, Inc.
Page 1
August 15, 1997
August 15, 1997
Prime Medical Services, Inc.
1301 Capital of Texas Highway
Suite C-300
Austin, Texas 78746
Gentlemen:
We have acted as counsel to Prime Medical Services, Inc., a Delaware
corporation (the "Company"), in connection with the registration, on the
Company's Registration Statement on Form S-8 (the "Registration Statement") to
be filed under the Securities Act of 1933, as amended (the "Securities Act"), of
the offer and sale of an aggregate of 500,000 shares of common stock, par value
$.01 per share, of the Company (the "Common Stock"), as that number may be
adjusted from time to time pursuant to the provisions of the 1993 Stock Option
Plan of New PMSI, Inc., as amended by the First Amendment thereto dated June 18,
1997 (the "Plan"), that may be issued pursuant to stock options (the "Options")
granted under the First Amendment to the Plan.
In reaching the opinion set forth herein, this firm has reviewed such
agreements, certificates of public officials and officers of the Company,
records, documents, and matters of law that this firm deemed relevant, including
(a) the Registration Statement, (b) the Certificate of Incorporation of the
Company, (c) the Bylaws of the Company, and (d) the Plan.
Based upon and subject to the foregoing and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, this firm
expresses the opinion that each share of Common Stock, when issued in accordance
with the terms of the Plan and related option agreement, will be legally issued,
fully paid, and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions, and qualifications:
1. This firm has assumed that (i) all information contained in all
documents reviewed by this firm is true and correct, (ii) all signatures on all
documents reviewed by this firm are genuine, (iii) all documents submitted to
this firm as originals are true and complete, (iv) all documents submitted as
copies are true and complete copies of the originals thereof, (v) each natural
person signing any document reviewed by this firm had the legal capacity to do
so and (vi) each person signing in a representative capacity any document
reviewed by this firm had authority to sign in such capacity.
2. This firm has also assumed that the Company has received or will
receive the full amount and type of consideration (as specified in the Plan and
each applicable option agreement) for each of the shares of Common Stock or will
have received that consideration upon the issuance of Common Stock pursuant to
the applicable Option, that such consideration will be either cash or personal
property, that such consideration will equal or exceed the par value per share
of Common Stock, that appropriate certificates evidencing such shares will be
properly executed upon such issuance, and that each grant of an Option pursuant
to the Plan will be duly authorized.
The opinions expressed above are limited to the laws of the State of Texas
and the General Corporation Law of the State of Delaware. You should be aware
that this firm is not admitted to the practice of law in the State of Delaware
and the opinion herein as to the General Corporation law of the State of
Delaware is based solely upon the latest unofficial compilation thereof
available to this firm.
This opinion may be filed as an exhibit to the Registration Statement. In
giving this consent, we do not thereby admit that we come into the category of
persons whose consent is required under Section 7 of the Securities Act or the
rules and regulations of the Securities and Exchange Commission promulgated
thereunder.
Very truly yours,
AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.
By: /s/ Timothy L. LaFrey
---------------------
Timothy L. LaFrey, Partner
EXHIBIT 23.2
3
<PAGE>
INDEPENDENT AUDITORS' CONSENT
-------------------------------------------------------------
The Board of Directors
Prime Medical Services, Inc.:
We consent to the use of our report incorporated herein by reference.
/s/ KPMG PEAT MARWICK LLP
-------------------------
KPMG PEAT MARWICK LLP
Austin, Texas
August 15, 1997
EXHIBIT 99.1
4
<PAGE>
FIRST AMENDMENT
TO
1993 STOCK OPTION PLAN
OF
PRIME MEDICAL SERVICES, INC.
Prime Medical Services, Inc., a Delaware corporation, formerly known as
New PMSI, Inc. (the "Corporation"), hereby adopts this first amendment (this
"Amendment") to its 1993 stock option plan (the "Plan") effective for all
purposes as of June 18, 1997 (the "Effective Date").
R E C I T A L S
WHEREAS, on October 12, 1993 the Corporation adopted the Plan, a copy
of which is attached hereto as Exhibit-A; and
WHEREAS, pursuant to Section 2.1 of the Plan, subject to certain
adjustments provided for in the Plan, the aggregate number of shares of the
Corporation's stock to be issued pursuant to the exercise of all options granted
under the plan may not exceed two million (2,000,000) shares; and
WHEREAS, at the annual meeting of the Corporation's shareholders held on
the Effective Date, and in accordance with Section 9 of the Plan (relating to
amendments of the Plan), the shareholders of the Corporation approved an
amendment to the Plan, as contained herein, pursuant to which the aggregate
number of shares of stock that could be issued pursuant to the exercise of all
options granted under the Plan would be increased by five hundred thousand
(500,000) shares.
NOW, THEREFORE, in consideration of, and pursuant to, the foregoing,
the Corporation hereby adopts this Amendment to the Plan as follows:
1. Paragraph 2.1 of the Plan is hereby amended to read in its entirety as
follows:
2.1. Description of Stock and Maximum Shares Allocated. The
Stock which Options granted hereunder give a Holder the right to
purchase may be unissued or reacquired shares of Stock, as the
Corporation may, in its sole and absolute discretion, from time to time
determine.
Subject to the adjustments provided for in Paragraph 6.7
hereof, the aggregate number of shares of Stock to be issued pursuant
to the exercise of all Options granted hereunder may equal but shall
not exceed 2,500,000 shares of Stock.
2. Except as specifically amended hereby, the Plan shall remain in full
force and effect in accordance with its terms.
IN WITNESS WHEREOF, the Corporation, acting by and through its officer
hereunto duly authorized, has executed this Amendment as of the Effective Date.
PRIME MEDICAL SERVICES, INC.
By: /s/ Cheryl L. Williams
----------------------
Cheryl L. Williams
Vice President - Finance
