AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 1, 1997
REGISTRATION NO. 333-
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
INTEGRATED MEDICAL RESOURCES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
KANSAS 48-1096410
(STATE OR OTHER JURISDICTION (I.R.S. EMPLOYER
OF INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
11320 WEST 79TH STREET
LENEXA, KANSAS 66214
ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(FULL TITLE OF THE PLAN)
-----------------------------------
TROY A. BURNS, M.D.
CHIEF EXECUTIVE OFFICER, CHIEF MEDICAL OFFICER AND CHAIRMAN
OF THE BOARD INTEGRATED MEDICAL RESOURCES, INC.
11320 WEST 79TH STREET
LENEXA, KANSAS 66214
(913) 962-7201
(NAME, ADDRESS, TELEPHONE NUMBER, OF AGENT FOR SERVICE)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
<S> <C> <C> <C> <C>
PROPOSED PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE REGISTERED AMOUNT TO BE MAXIMUM AGGREGATE OFFERING AMOUNT OF
REGISTERED OFFERING PRICE PER PRICE REGISTRATION FEE
SHARE
- ----------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK, PAR VALUE $.001 PER SHARE 40,000 SHARES $7.00 (1) $280,000 (1) $85
===================================================================================================================================
(1) ESTIMATED SOLELY FOR THE PURPOSE OF CALCULATING THE REGISTRATION FEE PURSUANT TO RULE 457 UNDER THE SECURITIES ACT OF 1933.
</TABLE>
<PAGE>
This Registration Statement on Form S-8 of Integrated Medical
Resources, Inc. (the "Company") is being filed in accordance with General
Instruction E to Form S-8 for the purpose of registering shares of the Company's
Common Stock, par value $.001 per share, issuable under its Non-Employee
Director Stock Option Plan (the "Director Plan"). The shares to be registered
hereunder are in addition to shares which were previously registered by the
Company's Registration Statement on Form S-8, registration no. 333- 24485, filed
with the Securities and Exchange Commission on April 3, 1997 (the "Prior
Registration Statement"). The contents of the Company's Prior Registration
Statement on Form S-8 are incorporated herein by reference.
The following additional exhibits are hereby enclosed for filing:
EXHIBIT
NUMBER
-------
4.2 Amended and Restated Bylaws.
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi LLP
included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
1
<PAGE>
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 Lenexa, State of Kansas, on June 30, 1997.
INTEGRATED MEDICAL RESOURCES, INC.
By: /s/ Troy A. Burns, M.D.
------------------------------------
Troy A. Burns, M.D.
Chief Executive Officer, Chief Medical Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 30, 1997.
Signature Title
--------- -----
/s/ Troy A. Burns, M.D.
- -------------------------------
Troy A. Burns, M.D. Chief Executive Officer, Chief Medical Officer
and Chairman of the Board
(Principal Executive Officer)
/s/ Beverly O. Elving
- -------------------------------
Beverly O. Elving Chief Financial Officer, Secretary and Vice
President, Finance and Administration
(Principal Financial and Accounting Officer)
/s/ T. Scott Jenkins
- -------------------------------
T. Scott Jenkins President, Chief Operating Officer and Director
2
<PAGE>
/s/ Troy A. Burns
- -------------------------------
Samuel D. Colella Director
by Troy A. Burns, M.D.
AS ATTORNEY-IN-FACT
/s/ Troy A. Burns
- -------------------------------
John K. Tillotson, M.D. Director
by Troy A. Burns, M.D.
AS ATTORNEY-IN-FACT
/s/ Troy A. Burns
- --------------------------------
Alan D. Frazier Director
by Troy A. Burns, M.D.
AS ATTORNEY-IN-FACT
/s/ Troy A. Burns
- --------------------------------
Bruce A. Hazuka Director
by Troy A. Burns, M.D.
AS ATTORNEY-IN-FACT
3
<PAGE>
EXHIBIT DESCRIPTION OF EXHIBITS
NUMBER -----------------------
- -------
4.2 Amended and Restated Bylaws.
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi LLP
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi LLP
(included in Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
4
<PAGE>
EXHIBIT 4.2
AMENDED AND RESTATED BYLAWS
OF
INTEGRATED MEDICAL RESOURCES, INC.
ARTICLE I
OFFICES
The principal office of the Corporation in the State of Kansas shall be
located at 8326 Melrose Drive, Lenexa, Kansas 66214. The Corporation may have
such other offices, either within or without the State of Kansas, as the
business of the Corporation may require from time to time.
The registered office of the Corporation, as required by the Kansas General
Corporation Code to be maintained in the State of Kansas, may be, but need not
be, identical with the principal office and may be changed from time to time by
the Board of Directors.
ARTICLE II
STOCKHOLDERS
Section 1. Annual Meeting. The Annual Meeting of the Stockholders for the
election of Directors, and for such other business as may be stated in the
notice of the meeting shall be held at such place, either within or without the
State of Kansas, and at such time and date as the Board of Directors, by
resolution shall determine and set forth in the notice of the meeting. If the
Board of Directors fails to so determine the time, date and place of meeting,
the Annual Meeting of Stockholders shall be held at the Corporation's principal
office on the third Friday of May in each year, or if that day is a legal
holiday in the place where the meeting is to be held, then on the next
succeeding business day.
Section 2. Special Meeting. Special Meetings of the Stockholders may be
called by the Chief Executive Officer, the President, the Board of Directors or
the holders of not less than one-fourth (1/4) of all of the outstanding shares
of the Corporation entitled to vote at such meeting.
Section 3. Place of Meeting. Meetings of the Stockholders shall be held at
such time and place, either within or without the State of Kansas, as shall be
designated from time to time by the Board of Directors and stated in the notice
of the meeting or in a duly executed waiver of notice thereof. If no designation
is made, or if a Special Meeting should otherwise be called, the place of the
meeting shall be at the principal office of the Corporation.
<PAGE>
Section 4. Notice of Meetings. Written or printed notice of each meeting of
the Stockholders, stating the place, day and hour of the meeting and, in the
case of a Special Meeting, the purpose or purposes for which the meeting is
called, shall be delivered or given not less than ten (10) nor more than sixty
(60) days before the date of the meeting, either personally or by mail, to each
of the Stockholders of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail,
postage prepaid, directed to the Stockholder at his address as it appears on the
records of the Corporation. Except as otherwise provided by statute, notice of
any adjourned meeting of the Stockholders shall not be required.
Section 5. Quorum. Except as otherwise provided by law or by the Articles
of Incorporation, a majority of the outstanding shares of the Corporation
entitled to vote at any meeting, represented in person or by proxy, shall
constitute a quorum at any meeting of the Stockholders; provided, however, that
if less than a majority of the outstanding shares are represented at said
meeting, a majority of the shares so represented may adjourn the meeting from
time to time, without notice other than announcement at the meeting, until a
quorum shall be present or represented. At such adjourned meeting at which a
quorum shall be present or represented, any business may be transacted which
might have been transacted at the meeting as originally noticed. If the
adjournment is for more than thirty (30) days, or if after the adjournment a new
record date is fixed for the adjourned meting, a notice of the adjourned meeting
shall be given to each Stockholder entitled to vote at the meeting.
Section 6. Proxies. At all meetings of the Stockholders, a Stockholder may
vote by proxy executed in writing by the Stockholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid after
eleven (11) months from the date of its execution unless otherwise provided in
the proxy.
Section 7. Voting of Shares. Except as otherwise stated in the Articles of
Incorporation, each outstanding Share of capital stock having voting rights
shall be entitled to one (1) vote upon each matter submitted to a vote at a
meeting of the Stockholders, and the Stockholders shall not be entitled to
cumulate their votes. The Board of Directors, in its discretion, or the officer
of the Corporation presiding at a meeting of Stockholders, in his discretion,
may require that any votes cast at such meeting shall be cast by written ballot.
Section 8. Informal Action by the Stockholders. Any actions that may be
taken at a meeting of the Stockholders may be taken without a meeting if
consents in writing, setting forth the actions so taken, shall be signed by all
of the Stockholders entitled to vote with respect to the subject matter thereof.
Such consents shall have the same force and effect as a unanimous vote of the
Stockholders at a meeting duly held, and may be stated as such in any
certificate at a meeting duly held or in any certificate or document filed under
the Kansas General Corporation Code. The Secretary shall file such consents with
the minutes of the meetings of the Stockholders.
<PAGE>
ARTICLE III
DIRECTORS
Section 1. General Powers. Except as otherwise provided by law or by the
Articles of Incorporation, the business and affairs of the Corporation shall be
managed by or under the direction of its Board of Directors.
Section 2. Number, Election and Term. Upon the effective date of these
Bylaws, the number of Directors of the Corporation shall be six (6). Thereafter,
the number of Directors which shall constitute the Board of Directors shall be
established from time to time by resolution duly adopted by a majority of the
Directors then constituting the entire Board of Directors. The Board of
Directors of the Corporation shall be divided into three classes, designated
Class I, Class II and Class III, which shall be as nearly equal in number as
possible, as determined by the Board of Directors. The term of office of the
various classes of Directors shall be as set forth in the Articles of
Incorporation. Except as otherwise provided in Section 5 of this Article or in
the Articles of Incorporation, a Director shall be elected at an annual meeting
of the Stockholders by a plurality of the votes of the shares present in person
or represented by proxy at the meeting and entitled to vote in the election of
Directors. A Director shall hold office until the annual meeting for the year in
which such Director's term expires and until a successor shall be duly elected
and qualified, or until such Director's earlier death, resignation or removal as
hereinafter provided.
Section 3. Removal of Directors. Except as otherwise provided by law or by
the Articles of Incorporation, the holders of a majority of the shares entitled
at the time to vote at an election of Directors may remove any Director with
cause, but may not remove any Director without cause.
Section 4. Vacancies and Newly Created Directorships. Any vacancy occurring
in the Board of Directors by death, resignation, removal or otherwise, and newly
created directorships resulting from any increase in the authorized number of
Directors may be filled by a majority of the Directors then in office, though
less than a quorum, or by a sole remaining Director, and the Directors so chosen
shall hold office for a term expiring at the next Annual Meeting of Stockholders
at which the term of the class or classes to which they have been elected
expires and until their successors are duly elected and qualified, or until
their earlier resignation or removal.
Section 5. Committees. The Board of Directors may, by resolution passed by
a majority of the total number of Directors fixed in the manner provided by
these Bylaws, designate one or more committees, each committee to consist of one
or more directors of the Corporation. The Board of Directors may designate one
or more directors as alternate members of any committee, who may replace any
absent or disqualified member at any meeting of any such committee. In the
absence or disqualification of a member of a committee, and in the absence of a
designation by the Board of Directors of an alternate member to replace the
absent or disqualified member, the member or members thereof present at any
meeting and not disqualified from voting, whether or not he or they constitute a
quorum, may unanimously appoint another member of the Board of Directors to act
at the meeting in the place of any absent or disqualified member. Any committee,
<PAGE>
to the extent allowed by law and provided in the resolution establishing such
committee, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the Corporation.
Each committee shall keep regular minutes and report to the Board of Directors
when required.
Section 6. Compensation. The compensation of the Directors, if any, may
be set by the Board of Directors unless otherwise provided herein, by law, or
in the Articles of Incorporation.
ARTICLE IV
MEETINGS OF THE BOARD OF DIRECTORS
Section 1. Annual Meetings. An Annual Meeting of the Board of Directors
shall be held without other notice than these Bylaws immediately after and at
the same place as the Annual Meeting of the Stockholders. Other regular meetings
of the Board of Directors shall be held without notice at such times and places
as the Board may by resolution from time to time determine.
Section 2. Special Meetings. Special Meetings of the Board of Directors may
be called by or at the request of the Chief Executive Officer, the President or
any Director upon at least four (4) days' written or printed notice served
personally, by mail or by a nationally recognized overnight delivery service to
each Director at his address as it appears on the records of the Corporation and
shall be held at such place or places as may be determined by the Directors, or
as shall be stated in the call of the Special Meeting.
Section 3. Place of Meeting. Meetings of the Board of Directors shall be
held at such place within or without the State of Kansas as shall be provided
for in the resolution, notice, waiver of notice or call of such meeting, or if
not otherwise designated, at the Corporation's principal office.
Section 4. Quorum. A majority of the total number of Directors shall
constitute a quorum for the transaction of business and the vote of a majority
of the Directors present at any meeting at which a quorum is present shall be
the act of the Board of Directors, except as may be otherwise specifically
provided by law, the Articles of Incorporation or these Bylaws; provided,
however, that if less than a majority of the Directors is present at said
meting, a majority of the Directors present may adjourn the meeting from time to
time without further notice, until a quorum shall be present.
Section 5. Actions of the Board of Directors Without a Meeting. Except as
otherwise provided by law or by the Articles of Incorporation, any action which
is required to be or may be taken at a meeting of the Directors may be taken
without a meeting if consents in writing, setting forth the actions so taken,
are signed by all of the Directors. The consents shall have the same force and
effect as a unanimous vote of the Directors at a meeting duly held, and may be
<PAGE>
stated as such in any certificate or document filed under the Kansas General
Corporation Code. The Secretary shall file such consents with the minutes of the
meetings of the Board of Directors.
Section 6. Participation. Members of the Board of Directors or of any
committee designated by the Board of Directors may participate in a meeting of
the Board or committee by means of conference telephone or similar
communications equipment whereby all persons participating in the meeting can
hear each other, and participation in a meeting in this manner shall constitute
presence in person at the meeting.
ARTICLE V
OFFICERS
Section 1. Number. The officers of the Corporation shall consist of a
President and a Secretary. The Board of Directors may also elect a Chairman of
the Board (who must be a Director), a Chief Executive Officer, a Chief Operating
Officer, a Chief Financial Officer, a Chief Medical Officer, one or more Vice
Presidents (one of whom may be designated the Executive Vice President), a
Treasurer, Assistant Secretaries and Assistant Treasurers and one or more
Controllers. Any two or more offices may be held by the same person at the same
time except President and Secretary.
All officers and agents of the Corporation, as between themselves and the
Corporation, shall have such authority and perform such duties in the management
of the property and affairs of the Corporation as may be provided in these
Bylaws, or, in the absence of such provision, as may be determined by resolution
of the Board of Directors.
Section 2. Election and Term of Office. The officers of the Corporation
shall be elected annually by the Board of Directors at the Annual Meeting of the
Board of Directors. If the election of the officers shall not be held at such
meeting, such election shall be held as soon thereafter as conveniently may be.
New offices may be created and filled at any meeting of the Board of Directors.
Each officer shall hold office until his successor shall have been duly elected
and shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
Section 3. Removal. Except as otherwise provided by law, any officer or
agent may be removed by the Board of Directors, with or without cause, at any
time by vote of a majority of the total number of Directors.
Section 4. Vacancies. If the office of any officer of the Corporation
becomes vacant because of death, resignation, removal, disqualification or for
any other reason, or if any officer of the Corporation is unable to perform the
duties of his office for any reason, the Board of Directors may choose a
successor who shall replace such officer, or the Board of Directors may delegate
the duties of any such vacant office to any other officer or to any Director of
the Corporation until a successor is elected at the next meeting of the Board of
Directors.
<PAGE>
Section 5. The Chairman of the Board. The Chairman of the Board, if there
be one, shall preside at meetings of the Board of Directors and of the
Stockholders, and, subject to the direction and control of the Board of
Directors, he shall direct the policy and management of the Corporation. He
shall perform such other duties as may be prescribed by the Board of Directors
from time to time. In the absence of the Chairman of the Board, the President
shall have and may exercise all of the powers of the Chairman of the Board.
Section 6. Chief Executive Officer. The Chief Executive Officer shall have
general charge and management of the business of the Corporation, shall carry
out such duties as are delegated by the Board, shall see that all orders and
resolutions of the Board are carried out, shall have power to execute all
contracts and agreements authorized by the Board, shall make reports to the
Board of Directors and Stockholders, and shall perform such other duties as are
incident to the office or are properly required by the Board of Directors. The
Chief Executive Officer may sit with the Board of Directors in deliberation upon
all matters pertaining to the general business and policies of the Corporation.
In the absence of the Chief Executive Officer, the President shall have and may
exercise all of the powers of the Chief Executive Officer.
Section 7. The President. Subject to the direction and under the
supervision of the Board of Directors and the Chairman of the Board, if there be
one, the President shall have general charge of the business, affairs and
property of the Corporation and control over its officers, agents and employees
and shall do and perform such other duties and may exercise such other powers as
from time to time may be assigned to him by these Bylaws or by the Board of
Directors. In the absence of the Chairman of the Board, the President shall
preside at all meetings of the Stockholders and the Board of Directors.
Section 8. The Chief Operating Officer. The Chief Operating Officer
shall have overall operational responsibility for the Corporation.
Section 9. Chief Financial Officer. The Chief Financial Officer shall have
overall responsibility for the financial and accounting operations of the
Corporation, shall have supervision of the funds, securities, receipts and
disbursements of the Corporation, shall cause all monies and other valuable
effects of the Corporation to be deposited in its name and to its credit in such
depositories as shall be selected by the Board of Directors or pursuant to
authority conferred by the Board of Directors, shall cause to be kept at the
accounting office of the Corporation correct books of account, proper vouchers
and other papers pertaining to the Corporation's business and shall render to
the Chief Executive Officer, President or the Board of Directors, whenever
requested, an accounting of the financial condition of the Corporation.
Section 10. The Treasurer. The Treasurer shall, in the absence or
disability of the Chief Financial Officer, perform the duties and exercise the
powers of the Chief Financial Officer, and shall perform such other duties and
have such other powers as the Board of Directors, the Chief Executive Officer,
the Chief Financial Officer or these Bylaws may from time to time prescribe.
<PAGE>
Section 11. The Vice Presidents. At the request of the President or, in the
event of the President's absence, disability or refusal to act, the Vice
President or Vice Presidents, as designated by the Board of Directors, shall
perform all of the duties of the President and, when so acting, shall have all
the powers of and be subject to all the restrictions upon the President. Each
Vice President shall have such powers and discharge such duties as may be
assigned to him from time to time by the Chief Executive Officer, President or
the Board of Directors.
Section 12. The Secretary. The Secretary shall keep the minutes of the
meetings of the Stockholders and the Board of Directors in one or more books
provided for that purpose, shall see that all books, reports, statements,
certificates and other documents and records required by law to be kept or filed
are properly kept or filed, as the case may be, and shall perform all duties
incident to the office of Secretary and such other duties as from time to time
may be assigned to him by the Chief Executive Officer, President or by the Board
of Directors.
Section 13. The Assistant Secretaries and Assistant Treasurers. The
Assistant Secretaries and Assistant Treasurers, in order of their seniority, in
the absence or disability of the Secretary or Treasurer, shall perform the
duties and exercise the powers of the Secretary or Treasurer and shall perform
such other duties as the Chief Executive Officer, President or the Board of
Directors shall prescribe.
Section 14. Other Duties and Powers. Each officer, in addition to the
duties and powers specifically set forth by these Bylaws, shall perform such
other duties and may exercise such other powers as from time to time may be
assigned to him by these Bylaws or by the Board of Directors.
Section 15. Salaries. The salaries of the officers shall be fixed from time
to time by the Board of Directors and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a Director of the
Corporation.
<PAGE>
ARTICLE VI
CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and delivery
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.
Section 2. Loans. No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. Such authority may be
general or confined to specific instances.
Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the
payment of money, notes or other evidences of indebtedness issued in the name of
the Corporation shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be determined by
resolution of the Board of Directors. Endorsements of instruments for deposit to
the credit of the Corporation in any of its duly authorized depositories may be
made by rubber stamp of the Corporation or in such other manner as the Board of
Directors may from time to time determine.
Section 4. Deposits. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies or other depositories as the Board of Directors may
select.
ARTICLE VII
CERTIFICATES FOR SHARES AND THEIR TRANSFER
Section 1. Certificates for Shares. Certificates representing shares of the
Corporation shall be in such form as may be determined by the Board of
Directors. Such Certificates shall be signed by, or shall have placed upon them
the facsimile signatures of, the Chairman of the Board, President or Vice
President, and the Secretary, Treasurer or an Assistant Secretary or Treasurer,
and shall be sealed with the seal of the Corporation or a facsimile thereof. All
Certificates for shares shall be consecutively numbered. The name of the person
owning the shares represented thereby with the number of shares and the date of
issue shall be entered on the books of the Corporation.
Section 2. Transfers of Shares. Transfers of shares of the Corporation
shall be made only on the books of the Corporation by the registered holder
thereof or by his attorney thereunto authorized by a Power of Attorney duly
executed, and upon the surrender of the Certificate therefore, which shall be
cancelled before a new Certificate shall be issued.
Section 3. Lost Certificates. In the event a Certificate of Stock is
allegedly lost, stolen or destroyed, the Corporation may issue a new Certificate
and the Board of Directors may, in its
<PAGE>
discretion, require the owner thereof to give the Corporation a good and
sufficient bond, in such sum as the Board of Directors may direct, not
exceeding double the value of the stock, to indemnify the Corporation against
any claim that may be made against it on account of the alleged loss, theft or
destruction or the issuance of the new Certificate.
Section 4. Treasury Stock. All issued and outstanding Stock of the
Corporation that may be purchased or otherwise acquired by the Corporation shall
be Treasury Stock, and the Directors of the Corporation shall be vested with the
authority to resell said shares for such price and to such person or persons as
the Board of Directors may determine. Such Stock shall neither vote nor
participate in dividends while held by the Corporation.
Section 5. Beneficial Owners. The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books as the owner
of shares to receive dividends, and to vote as such owner, and to hold liable
for calls and assessments a person registered on its books as the owner of
shares, and shall not be bound to recognize any equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.
ARTICLE VIII
FISCAL YEAR
The fiscal year of the Corporation shall begin on the first day of January
in each year and end on the last day of December in each year.
ARTICLE IX
DIVIDENDS
The Board of Directors may from time to time declare and the Corporation
may pay dividends on its outstanding shares in cash, property or shares, and
upon the terms and conditions provided by law and its Articles of Incorporation.
ARTICLE X
SEAL
The Corporation shall have a corporate seal which shall have inscribed
around the circumference thereof "INTEGRATED MEDICAL RESOURCES, INC." and
elsewhere thereon shall bear the words "Corporate Seal." The Corporate Seal may
be affixed by impression or may be by facsimile.
<PAGE>
ARTICLE XI
MISCELLANEOUS
Section 1. Waiver of Notice. Whenever any notice is required to given under
the provisions of these Bylaws or under the provisions of the Articles of
Incorporation or under the provisions of the Kansas General Corporation Code,
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice.
Section 2. Indemnification of Officers, Directors and Others. The
Corporation will indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative, other than
an action by or in the right of the Corporation, by reason of the fact that he
is or was a Director, officer, employee or agent of the Corporation, or is or
was serving at the request of the Corporation as a Director, officer, employee
or agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement actually and reasonably incurred by him in connection
with such action, suit or proceeding, 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. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction or upon a
plea of nolo contendere or its equivalent, shall not of itself create a
presumption that the person did not act in good faith and in a manner which 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
reasonable cause to believe that his conduct was unlawful.
The Corporation will indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action or
suit by or in the right of the Corporation to procure a judgment in its favor by
reason of the fact that he is or was a Director, officer, employee or agent of
the Corporation, or is or was serving at the request of the Corporation as a
Director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and reasonably incurred by him in connection with the defense or
settlement of the action or suit 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 for negligence or misconduct in the performance of his duty to the
Corporation unless and only to the extent that the Court in which the action or
suit was brought determines upon application that, despite the adjudication of
liability and in view of all the circumstances of the case, the person is fairly
and reasonably entitled to indemnity for such expenses which the Court shall
deem proper.
<PAGE>
To the extent that a Director, officer, employee or agent of the
Corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to above, or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses,
including attorneys' fees, actually and reasonably incurred by him in
connection with the action, suit or proceeding.
Any indemnification under either of the first two paragraphs of this
Section, unless ordered by a Court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
Director, officer, employee or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth in this Section. The
determination shall be made by the Board of Directors of the Corporation by a
majority vote of a quorum consisting of Directors who were not parties to the
action, suit or proceeding, or, if such a quorum is not obtainable, or, even if
obtainable, a quorum of disinterested Directors so directs, by independent legal
counsel in a written opinion, or by the Stockholders of the Corporation.
Expenses incurred in defending a civil or criminal action, suit or
proceeding may be paid by the Corporation in advance of the final disposition of
the action, suit or proceeding as authorized by the Board of Directors in the
specific case upon receipt of an undertaking by or on behalf of the Director,
officer, employee or agent to repay such amount unless it shall ultimately be
determined that he is entitled to be indemnified by the Corporation.
The indemnification provided by this Section shall not be deemed exclusive
of any other rights to which those seeking indemnification may be entitled under
any Bylaw, agreement, vote of Stockholders or disinterested Directors or
otherwise, both as to action in his official capacity and as to action in
another capacity while holding such office, and shall continue as to a person
who has ceased to be a Director, officer, employee or agent and shall inure to
the benefit of the heirs, executors and administrators of such person.
The Corporation may purchase and maintain insurance on behalf of any person
who is or was a Director, officer, employee or agent of the Corporation, or is
or was serving at the request of the Corporation as a Director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against any liability asserted against him and incurred by him
in any such capacity, or arising out of his status as such, whether or not the
Corporation would have the power to indemnify him against such liability under
the provisions of this Section.
ARTICLE XII
AMENDMENTS
These Bylaws may be altered, amended or repealed, in whole or in part, or
new Bylaws may be adopted by the Stockholders of the Corporation; provided,
however, that notice of such amendment, repeal or adoption of new Bylaws be
contained in the notice of such meeting of Stockholders. All such amendments
must be approved by the holders of a majority of the
<PAGE>
outstanding capital stock entitled to vote thereon. If authorized by the
Articles of Incorporation, these Bylaws may also be altered, amended or
repealed, in whole or in part, by the Board of Directors at any Annual
Meeting of the Board of Directors, or at any Special Meeting of the Board
of Directors called for that purpose, except with respect to any provision
hereof which by law, the Articles of Incorporation or these Bylaws requires
action by the Stockholders.
<PAGE>
EXHIBIT 5.1
[Blackwell Sanders logo]
June 30, 1997
Integrated Medical Resources, Inc.
11320 West 79th Street
Lenexa, Kansas 66214
Ladies and Gentlemen:
We refer to the Registration Statement of Integrated Medical Resources,
Inc. (the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 40,000 additional shares of the Company's common stock, par value $.001
per share (the "Common Stock"), to be issued under the Non-Employee Director
Stock Option Plan (the "Plan").
We are familiar with the proceedings to date with respect to such
proposed sale and have examined such records, documents and matters of law and
satisfied ourselves as to such matters of fact as we have considered relevant
for the purposes of this opinion.
Based upon the foregoing, it is our opinion that the 40,000 additional
shares of Common Stock to be issued under the Plan have been duly authorized,
and, when purchased in accordance with the Plan, will be legally issued, fully
paid and non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Matheny Weary & Lombardi LLP
<PAGE>
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration
Statement (Form S-8 No. 333-___) pertaining to the Non-Employee Director Stock
Option Plan of Integrated Medical Resources, Inc. of our report dated February
14, 1997, with respect to the consolidated financial statements of Integrated
Medical Resources, Inc. included in its Annual Report (Form 10-KSB) for the year
ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City, Missouri
June 25, 1997
<PAGE>
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 25th day of June, 1997.
/s/ Troy A. Burns
--------------------------------------------------
Troy A. Burns, M.D.
Chief Executive Officer, Chief Medical Officer and
Chairman of the Board
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 25th day of June, 1997.
/s/ T. Scott Jenkins
-----------------------------------------------
T. Scott Jenkins
President, Chief Operating Officer and Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 25th day of June, 1997.
/s/ Beverly O. Elving
------------------------------------------------------
Beverly O. Elving
Chief Financial Officer, Secretary and Vice President,
Finance and Administration
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 25th day of June, 1997.
/s/ Samuel D. Colella
---------------------------------------
Samuel D. Colella
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 27th day of June, 1997.
/s/ John K. Tillotson
---------------------------------
John K. Tillotson, M.D.
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 25th day of June, 1997.
/s/ Alan D. Frazier
---------------------------------
Alan D. Frazier
Director
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby
appoint Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned
and in the name of and on behalf of the undersigned to sign a Registration
Statement on Form S-8 to be filed by Integrated Medical Resources, Inc.,
together with any and all amendments which might be required from time to time
with respect thereto, to be filed with the Securities and Exchange Commission
under the Securities Act of 1933, with respect to the registration with the
Securities and Exchange Commission of shares of common stock of Integrated
Medical Resources, Inc., with full power and authority in said attorney to do
and perform in the name of and on behalf of the undersigned every act whatsoever
necessary or desirable to be done in connection therewith as fully and to all
intents and purposes as the undersigned might or could do in person.
Executed this 26th day of June, 1997.
/s/ Bruce A. Hazuka
------------------------------------
Bruce A. Hazuka
Director
