As filed with the Securities and Exchange Commission on September 25, 1996
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
US Diagnostic Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
11-3146389
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(I.R.S. employer identification no.)
777 South Flagler Drive, West Palm Beach, Florida 33401
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(Address of principal executive offices)
1993 Stock Option Plan
(Full title of plan)
Jeffrey A. Goffman, Chairman and Chief Executive Officer
US Diagnostic Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
(Name and address of agent for service)
(561) 832-0006
(Telephone number, including area code, of agent for service)
Copy to:
Michael D. Karsch, Esq.
US Diagnostic Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
<PAGE>
CALCULATION OF REGISTRATION FEE
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<TABLE>
<CAPTION>
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities to be Price Per Offering Registration
to be Registered Registered Share(1) Price Fee
---------------- ---------- -------- ----- ---
<S> <C> <C> <C> <C>
Common Stock, $.01
par value 200,000 $11.94 $2,388,000 $823
</TABLE>
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(1) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee. The price shown is the average of the
high and low prices of the Common Stock on September 23, 1996 as reported
on the Nasdaq National Market.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The documents listed below are hereby incorporated by reference
into this Registration Statement, and all documents subsequently filed by US
Diagnostic Inc. (the "Registrant") 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 have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to
be part hereof from the date of filing such documents:
(a) The Registrant's Annual Report on Form 10-KSB (File No. 1-13392) for
its year ending December 31, 1995;
(b) The Registrant's quarterly report on form 10-QSB for the quarterly
period ended June 30, 1996; and
(c) The Registrant's Registration Statement on Form 8-A declared
effective on October 20, 1994, registering the Common Stock, $.01
par value, under the Securities Exchange Act of 1934, as amended.
Item 4. Description of Securities
No response is required to this item.
Item 5. Interests of Named Experts and Counsel
The legality of the securities offered hereby has been passed
upon by Michael D. Karsch, Executive Vice President and General Counsel.
Michael D. Karsch beneficially owns 75,000 shares of Common Stock.
Item 6. Indemnification of Directors and Officers.
The Amended Certificate of Incorporation and By-Laws of the
Company provide that the Company shall indemnify any person to the full extent
permitted by the Delaware General Corporation Law.
Reference is hereby made to Section 145 of the Delaware General
Corporation Law relating to the indemnification of the officers and directors,
which Section is hereby incorporated
<PAGE>
herein by reference.
The Registrant also has Indemnification Agreements with each of
its executive officers and directors.
Item 7. Exemption from Registration Claimed
No response is required to this item.
Item 8. Exhibits
5 Opinion of Michael D. Karsch, with respect to the
legality of the Common Stock to be registered hereunder
10.1 1993 Stock Option Plan*
23.1 Consent of Moore Stephens
23.2 Consent of Michael D. Karsch (contained in Exhibit 5)
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* Incorporated by reference to the Company's Registration
Statement on Form SB-2 (file no. 33-73414)
Item 9. Undertakings
(a) 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 Registrant
Statement;
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(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;
(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;
<PAGE>
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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 the time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from the registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
(b) The undersigned Registration hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 ( and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) 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 the time shall be deemed to be the initial bona fide offering
thereof.
(h) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 nay be permitted to directors, officers and
controlling persons of the Registrant as described above, or otherwise, the
Registrant has been advised that, in the opinion of the Securities and
Exchange Commission, such indemnification is against public policy as
expressed in the 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 of the Registrant 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 Registrant
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 Act and will be governed by the final adjudication of such
issue.
<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 West Palm Beach, State of Florida,
on the 19th day of September 1996.
US DIAGNOSTIC INC.
By: /s/ Jeffrey A. Goffman
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Jeffrey A. Goffman, Chairman
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the following persons in
the capacities and as of the date indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Jeffrey A. Goffman Chairman and Chief Executive September 19, 1996
- ----------------------------------- Officer
Jeffrey A. Goffman
/s/ Amos F. Almand, III Senior Vice President and September 19, 1996
- ------------------------------------ Director
Amos F. Almand, III
/s/ Joseph A. Paul President and Director September 19, 1996
- --------------------------------------
Joseph A. Paul
/s/ C. Keith Hartley Director September 19, 1996
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C. Keith Hartley
/s/ Charles Jacobson Director September 19, 1996
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Charles Jacobson
/s/ Michael D. Karsch Director September 19, 1996
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Michael D. Karsch
/s/ Laurans Mendelson Director September 19, 1996
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Laurans Mendelson
<PAGE>
- -------------------------------------- Director September 19, 1996
Gordon Rausser, Ph.D.
/s/ Paul Andrew Shaw Vice President and September 19, 1996
- -------------------------------- Chief Financial Officer
Paul Andrew Shaw
</TABLE>
<PAGE>
INDEX TO EXHIBITS
US DIAGNOSTIC INC.
<TABLE>
<CAPTION>
Sequentially
Exhibit Numbered
No. Description Page
--- ----------- ----
<S> <C> <C>
5 Opinion of Michael D. Karsch, with respect to the
legality of the Common Stock to be registered
hereunder
10.1 1993 Stock Option Plan*
23.1 Consent of Moore Stephens, P.C.
23.2 Consent of Michael D. Karsch (contained in Exhibit 5)
</TABLE>
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* Incorporated by reference to the Company's Registration Statement on
Form SB-2 (file no. 33-73414)
EXHIBIT 5
[U.S. DIAGNOSTIC INC. LETTERHEAD]
September 24, 1996
U.S. Diagnostic Inc.
777 South Flagler Drive
West Palm Beach, Florida 33401
RE: U.S. DIAGNOSTIC INC. (THE "COMPANY")
REGISTRATION STATEMENT FOR OFFERING
OF 200,000 SHARES OF COMMON STOCK
Ladies and Gentlemen:
I refer to your registration on Form S-8 (the "Registration
Statement") under the Securities Act of 1993, as amended, of 200,000 shares of
Common Stock of U.S. Diagnostic Inc. (the "Company") authorized for issuance
under the Company's 1993 Stock Option Plan (the "Plan"). We advise you that,
in our opinion, when such shares have been issued and sold pursuant to the
applicable provisions of the Plan and in accordance with the Registration
Statement, such shares will be validly issued, fully paid and non-assessable
shares of the Company's Common Stock.
I hereby consent to the filing of this opinion as an exhibit
to the Registration Statement.
Very truly yours,
Michael D. Karsch
Executive Vice President
and General Counsel
MDK:brf
Exhibit 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Form S-8
Registration Statement of our report dated February 20, 1996 on the
consolidated financial statements included or incorporated by reference in the
U.S. Diagnostic Labs Inc. annual on Form 10-K for the year ended December 31,
1995.
On July 1, 1996, the firm of Mortenson and Associates, P.C. changed its
name to Moore Stephens, P.C.
MOORE STEPHENS, P.C
Certified Public Accountants
Cranford, New Jersey
September 24, 1996
