OCCUSYSTEMS INC
424B3, 1996-10-29
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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                                                Filed Pursuant to Rule 424(b)(3)
                                                          SEC File No. 33-99688,
                                                       SEC File No. 333-7579 and
                                                          SEC File No. 333-12447


                               OCCUSYSTEMS, INC.

                SUPPLEMENT TO PROSPECTUS DATED JANUARY 5, 1996,
                          AS AMENDED ON MARCH 12, 1996

                 SUPPLEMENT TO PROSPECTUS DATED JULY 15, 1996,
                 SUPPLEMENT TO PROSPECTUS DATED OCTOBER 2, 1996

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

                THE DATE OF THIS SUPPLEMENT IS OCTOBER 24, 1996

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


     The following information supplements (i) the Prospectus dated January 5,
1996, as amended on March 12, 1996, of OccuSystems, Inc., a Delaware corporation
("OCCUSYSTEMS"), relating to the offering by certain selling stockholders of up
to an aggregate of 505,886 shares of common stock, par value $0.01 per share
("OCCUSYSTEMS COMMON STOCK"), of OccuSystems; (ii) the Prospectus dated July 15,
1996 of OccuSystems, relating to the offering by a certain selling stockholder
of up to an aggregate of 150,000 shares of OccuSystems Common Stock; and (iii)
the Prospectus dated October 2, 1996 of OccuSystems, relating to the offering by
certain selling stockholders of up to an aggregate of 135,412 shares of
OccuSystems Common Stock.

ACQUISITION OF PRIZM ENVIRONMENTAL AND OCCUPATIONAL HEALTH, INC. AND THE IDEAL
OCCUPATIONAL MEDICAL GROUP

     On October 24, 1996, OccuSystems entered into a definitive agreement to
acquire all of the outstanding capital stock of Prizm Environmental and
Occupational Health, Inc., a New Jersey corporation ("PRIZM"), for approximately
$18,300,000, which consideration is payable in the form of 625,000 shares of
OccuSystems Common Stock.  The acquisition is expected to close on November 1,
1996.  Concurrently with the closing, OccuSystems intends to have filed with the
Securities and Exchange Commission (the "COMMISSION") and have had declared
effective a registration statement registering the 625,000 shares of OccuSystems
Common Stock for resale on behalf of the shareholders of Prizm.  The acquisition
will be accounted for as a pooling of interests.

     In addition, on October 23, 1996, OccuSystems entered into a definitive
agreement to acquire all of the outstanding capital stock of Ideal Occupational
Medical Center, P.C. North, Ideal Occupational Medical Center, P.C. West, Ideal
Occupational Medical Center, P.C. East, Ideal Occupational Medical Center, P.C.
South, and Physicians Service Company, (collectively, the "IDEAL OCCUPATIONAL
MEDICAL GROUP"), for approximately $14,600,000, which consideration is payable
in the form of 500,000 shares of OccuSystems Common Stock.  The acquisition is
expected to close on November 2, 1996.  Concurrently with the closing,
OccuSystems intends to have filed with the Commission and have had declared
effective a registration statement registering the 500,000 shares of OccuSystems
Common Stock for resale on behalf of the shareholders of the Ideal Occupational
Medical Group.  The acquisition will be accounted for as a pooling of interests.


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