<PAGE>
As filed with the Securities and Exchange Commission on June 11, 1996
Registration No. 333-05025
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_______________
MEDICALCONTROL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction
of incorporation or organization)
75-2297429
(I.R.S. Employer Identification No.)
_______________
9649 WEBB CHAPEL ROAD, SUITE 500
DALLAS, TEXAS 75220
(214) 352-2666
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
_______________
JOHN WARD HUNT, PRESIDENT
MEDICALCONTROL, INC.
9649 WEBB CHAPEL ROAD, SUITE 500
DALLAS, TEXAS 75220
(214) 352-2666
(Name, address, including zip code and telephone number,
including area code, of agent for service)
_______________
Copies of all communications to:
ANDREW N. BERNSTEIN, ESQ.
ANDREW N. BERNSTEIN, P.C.
5445 DTC PARKWAY, SUITE 520
GREENWOOD VILLAGE, COLORADO 80111
TELEPHONE: (303) 770-7131
FACSIMILE: (303) 770-7332
_______________
________________________________________________________________________________
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Approximate date of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
_______________
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CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
TITLE OF AMOUNT TO BE PROPOSED PROPOSED AMOUNT OF
SECURITIES TO BE REGISTERED (1) MAXIMUM MAXIMUM REGISTRATION
REGISTERED OFFERING AGGREGATE FEE
PRICE PER OFFERING
SHARE (2) PRICE (2)
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 200,000 shares $5.88 $1,176,000 $406.00
================================================================================
</TABLE>
(1) Pursuant to Rule 416, this Registration Statement covers any additional
shares of Common Stock ("shares") which become issuable by reason of any stock
dividend, stock split, recapitalization or any other similar transaction without
receipt of consideration which results in an increase in the number of shares
outstanding.
(2) Estimated solely for the purpose of computing the amount of the
registration fee under Rule 457 of the Securities Act of 1933, as amended, based
on the last sales price of the Common Stock of MedicalControl, Inc. as reported
on the Nasdaq National Market within five business days prior to the date of
filing of the Registration Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE>
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints John Ward
Hunt his true and lawful attorney-in-fact and agent, 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 post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, and to take such actions in, and file with
the appropriate authorities in, whatever states said attorney-in-fact and agent
shall determine, such applications, statements, consents and other documents as
may be necessary or expedient to register securities of the Company for sale,
granting unto said attorney-in-fact and agent full power and authority to do so
and perform each and every act and thing requisite or necessary to be done in
and about the premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said attorney-in-
fact and agent or his substitute or substitutes may lawfully do or cause to be
done by virtue hereof and the registrant hereby confers like authority on its
behalf.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Dallas, State of Texas on June 11, 1996.
-------------
MEDICALCONTROL, INC.
Registrant
By: /s/ JOHN WARD HUNT
-------------------------
John Ward Hunt, President
Pursuant to the requirements of the Securities Act of 1933, as amended, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- -------------------------- ----------------------------------- -------
<S> <C> <C>
/s/ JOHN WARD HUNT President, Chief Executive Officer, 6/11/96
- -------------------------- -------
John Ward Hunt Chief Financial Officer, Chief
Accounting Officer and Chairman of
the Board of Directors
- -------------------------- Chief Operating Officer and
Robert O. Brooks Secretary -------
/s/ ROBERT W. PHILIP Director 6/11/96
- -------------------------- -------
Robert W. Philip
- --------------------------
William L. Amos, Jr., M.D. Director -------
/s/ DAVID SAMUEL COATS Director 6/11/96
- -------------------------- -------
David Samuel Coats
</TABLE>
