<PAGE>
As filed with the Securities and Exchange Commission on July 3, 1996.
Registration No. 333-____________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------
OCCUSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 8093 75-2543036
(State of incorporation) (Primary Standard Industrial (I.R.S. Employer
Classification Code Number) Identification No.)
</TABLE>
---------------
3010 LBJ Freeway, Suite 400
Dallas, Texas 75234
(214) 484-2700
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
---------------
JOHN K. CARLYLE
President and Chief Executive Officer
OccuSystems, Inc.
3010 LBJ Freeway, Suite 400
Dallas, Texas 75234
(214) 484-2700
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------
Copy to:
JEFFREY A. CHAPMAN
Vinson & Elkins L.L.P.
3700 Trammell Crow Center
2001 Ross Avenue
Dallas, Texas 75201
(214) 220-7700
---------------
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
----------------
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, check the following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
---------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
========================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF TO BE OFFERING PRICE AGGREGATE REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PER SHARE(1) OFFERING PRICE(1) FEE
- --------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value per share 150,000 $34.8125 $5,221,875 $1,801
========================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) using the average of the high and low sale
prices reported on the Nasdaq National Market for the Registrant's Common
Stock on July 2, 1996.
---------------
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
Securites 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>
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the registration statement becomes
effective. This prospectus shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these securities
in any State in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of any such State.
SUBJECT TO COMPLETION, DATED JULY 3, 1996
PROSPECTUS
OCCUSYSTEMS, INC.
150,000 Shares of Common Stock
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
-------------------------
This Prospectus relates to the offering by the selling stockholder
identified herein (the "Selling Stockholder") of up to an aggregate of 150,000
shares of common stock, par value $.01 per share ("Common Stock"), of
OccuSystems, Inc., a Delaware corporation ("OccuSystems" or the "Company"). The
shares of Common Stock offered hereby (the "Offered Securities") were issued by
the Company upon exercise of warrants granted in connection with a financing
transaction in 1995. See "Selling Stockholder" and "Plan of Distribution" for
information relating to the Selling Stockholder and this offering.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholder. The Offered Securities may be sold by the
Selling Stockholder in ordinary brokerage transactions, in transactions in which
brokers solicit purchases, in negotiated transactions, or in a combination of
such methods of sale, at market prices prevailing at the time of sale, at prices
relating to such prevailing market prices or at negotiated prices. See "Plan of
Distribution." The distribution of the Offered Securities is not subject to any
underwriting agreement. The Company will receive no part of the proceeds of
sales from the offering by the Selling Stockholder. All expenses of registration
incurred in connection with this offering are being borne by the Company, except
that $10,000 of such expenses which will be borne by the Selling Stockholder.
None of the Offered Securities have been registered prior to the filing of the
Registration Statement of which this Prospectus is a part.
The Common Stock is traded on The Nasdaq National Market under the symbol
"OSYS." On July 2, 1996, the last reported sale price of the Common Stock on
The Nasdaq National Market was $34-1/2 per share.
-------------------------
The date of this Prospectus is _____________, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934 (the "Exchange Act"). In accordance with the Exchange Act,
the Company files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements and other information can be inspected and copied at the public
reference facilities that the Commission maintains at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the Commission's regional offices
located at 7 World Trade Center, 13th Floor, New York, New York 10048, and 500
West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of these
materials can be obtained at prescribed rates from the Public Reference Section
of the Commission at the principal offices of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549. These reports, proxy statements and other
information may also be obtained from the Web site that the Commission maintains
at www.sec.gov.
The Company has filed with the Commission a registration statement on Form
S-3 (herein, together with all amendments and exhibits, referred to as the
"Registration Statement") under the Securities Act of 1933 (the "Securities
Act"). This Prospectus does not contain all of the information set forth in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is hereby made to the Registration Statement.
______________________
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents filed by the Company with the Commission pursuant
to the Exchange Act are incorporated in this Prospectus by reference:
1. The Company's Annual Report on Form 10-K for the year ended December
31, 1995;
2. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996; and
3. The description of the Company's capital stock contained in Item 1 of
the Registration Statement on Form 8-A (File No. 0-24440) filed with
the Commission on April 4, 1995, including any amendment or report
filed for the purpose of updating such description filed with the
Commission pursuant to Section 13 of the Exchange Act.
All other documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act after the date of this Prospectus and 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 Prospectus and
to be a part hereof from the date of filing such documents.
The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, a copy of any or all of the documents that are incorporated by
reference, other than exhibits to such documents not specifically incorporated
by reference. Requests for such copies should be directed to OccuSystems, Inc.,
3010 LBJ Freeway, Suite 400, Dallas, Texas 75234, Attention: James M. Greenwood,
Senior Vice President, Chief Financial Officer and Treasurer, telephone (214)
484-2700.
Any statement contained in a document incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
3
<PAGE>
THE COMPANY
OccuSystems is the nation's largest physician practice management
company focusing on occupational healthcare. The Company currently manages the
practices of 153 physicians in the Company's 83 occupational healthcare centers
located in 23 markets in 13 states. OccuSystems provides the management,
facilities, administrative and technical support, case management, physical
therapy services and other ancillary services necessary to establish and
maintain a fully integrated network of occupational healthcare providers. The
Company believes that this network of physicians and facilities combined with
the Company's management expertise and cost containment programs provide
significant advantages to patients, employers, physicians and payors in reducing
the overall costs associated with occupational healthcare. Since December 1,
1991, the Company has acquired the assets of 86 physician practices and
developed 16 physician practices.
The Company believes that the decisions made by primary care
physicians are a critical determinant of the total costs (including non-medical
costs) of a workers' compensation case. Because most occupational medicine at
the primary care level is provided on a non-dedicated basis by physicians as
part of their general medical practices, OccuSystems believes that an attractive
opportunity exists in organizing primary care physicians within a national
network that exclusively provides occupational healthcare services. By so doing,
OccuSystems believes that it can substantially reduce the costs associated with
occupational healthcare while maintaining the quality of care.
The occupational healthcare market is extremely fragmented. Individual
physicians, small group practices, local practice management companies and
hospital-based programs have accounted for the majority of providers of
occupational healthcare services. The Company believes that, due to increasing
business and regulatory complexity, greater capital requirements and the
development of larger integrated networks such as the Company's, physicians and
other groups are seeking to affiliate with larger, professionally managed
organizations.
The Company's strategy is as follows:
* To continue to consolidate primary care physician practices
specializing in occupational medicine to meet the needs of
physicians to affiliate with professionally managed organizations.
* To continue to develop clusters of occupational healthcare centers
in new and existing geographic markets, through the acquisition and
development of physician practices and the formation of strategic
joint ventures, to serve employers, payors and employees more
effectively and to leverage management resources.
* To develop and affiliate with vertically integrated networks of
providers, including specialists and hospitals.
* To employ its information systems and its regulatory and practice
management expertise to optimize the performance of its centers and
enhance its affiliated physicians' efficiency in practicing
occupational medicine.
* To implement its proprietary Active Injury/Illness Management ("AIM
[Service Mark]") program to manage the occupational injury and
illness resolution process proactively from the moment of initial
treatment to return to work.
* To market its services on a case rate (per diagnosis) and capitated
(fixed fee per employee per month) basis to employers, insurers and
managed care organizations.
The Company's executive offices are located at 3010 LBJ Freeway, Suite
400, Dallas, Texas 75234, and its telephone number at that address is (214) 484-
2700.
RISK FACTORS
IN EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY,
PROSPECTIVE INVESTORS SHOULD CONSIDER CAREFULLY, AMONG OTHER THINGS, THE RISK
FACTORS SET FORTH IN "ITEM 1. BUSINESS--RISK FACTORS" CONTAINED IN THE COMPANY'S
ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 1995.
4
<PAGE>
SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder and
(i) the number of shares of Common Stock owned by the Selling Stockholder as of
the effective date of the Registration Statement of which this Prospectus forms
a part, (ii) the maximum number of shares of Common Stock which may be offered
for the account of the Selling Stockholder under this Prospectus, and (iii) the
amount and percentage of Common Stock to be owned by the Selling Stockholder
after the completion of this offering assuming the sale of all the Common Stock
which may be offered hereunder.
<TABLE>
<CAPTION>
AMOUNT AND
PERCENTAGE OF
COMMON STOCK
MAXIMUM NUMBER OF OWNED AFTER THE OFFERING
SHARES OWNED PRIOR SHARES WHICH MAY ----------------------------
SELLING STOCKHOLDER TO OFFERING BE SOLD HEREUNDER AMOUNT PERCENTAGE
- ------------------------ --------------------- ----------------- ------------ --------------
<S> <C> <C> <C> <C>
Creditanstalt American
Corporation 350,000(1) 150,000 200,000(1) 1.0%
</TABLE>
(1) Includes 200,000 shares of Common Stock reserved for issuance upon exercise
of certain warrants granted to Creditanstalt-Bankverein in connection with
a financing transaction in 1995 and subsequently transferred to
Creditanstalt American Corporation.
5
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities were issued by the Company upon exercise of warrants
granted in connection with a financing transaction in 1995. The Offered
Securities may be sold from time to time directly by the Selling Stockholder.
The Offered Securities may also be sold by the Selling Stockholder in (a)
ordinary brokerage transactions and in transactions in which brokers solicit
purchasers, (b) sales to a broker or dealer as principal and resales by such
broker or dealer for its own account pursuant to this Prospectus or (c) in a
combination of such methods of sale, at market prices and other terms prevailing
at the time of sale, at prices related to such prevailing market prices or at
negotiated prices. The Offered Securities may be sold on any national securities
exchange or automated interdealer quotation system on which shares of Common
Stock are then listed, through negotiated transactions or otherwise. Brokers,
dealers and agents who participate in the sale of the Offered Securities may
receive compensation in the form of underwriting discounts, concessions or
commissions from the Selling Stockholder and/or purchasers of the Offered
Securities for whom they may act as agent. The Selling Stockholder and any
brokers, dealers or agents that participate in the distribution of the Offered
Securities might be deemed to be "underwriters" within the meaning of the
Securities Act, and any profit on the sale of such Offered Securities and any
discounts, commissions or concessions received by any such brokers, dealers or
agents might be deemed to be underwriting discounts and commissions under the
Securities Act. At the time a particular offer of any of the Offered Securities
is made by the Selling Stockholder, to the extent required pursuant to the
Securities Act, a supplement to this Prospectus will be distributed which
describes the method of sale in greater detail. In addition, any Offered
Securities which qualify for sale pursuant to Rule 144 under the Securities Act
may be sold under Rule 144 rather than pursuant to this Prospectus. The Company
will not bear any selling or other expenses incurred by the Selling Stockholder
in connection with the sale of the Offered Securities other than the expenses of
registration incurred with this offering. The Company will bear such
registration expenses other than $10,000 of such expenses to be borne by
Creditanstalt American Corporation.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholder.
FORWARD LOOKING STATEMENTS
Statements contained in this Prospectus (including certain of the documents
incorporated by reference herein) that are not based on historical facts are
forward-looking statements subject to uncertainties and risks including, but not
limited to, product and service demand and acceptance, the availability of
appropriate acquisition and joint venture candidates, economic conditions, the
impact of competition and pricing, capacity and supply constraints or
difficulties, results of financing efforts, and other risks described in this
Prospectus (including certain of the documents incorporated by reference
herein).
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Vinson & Elkins L.L.P., Dallas, Texas.
EXPERTS
The consolidated financial statements and schedule of the Company as of
December 31, 1995 and 1994, and for the three years then ended, appearing in the
Company's Annual Report on Form 10-K for the year ended December 31, 1995, have
been incorporated by reference herein in reliance upon the reports of Arthur
Andersen LLP, independent public accountants, incorporated by reference herein,
and upon the authority of said firm as experts in accounting and auditing.
6
<PAGE>
NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS
PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OF THE
UNDERWRITERS. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY THE SHARES BY ANYONE IN ANY JURISDICTION IN
WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED, OR IN WHICH THE PERSON
MAKING THE OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO, OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL CREATE ANY IMPLICATION THAT
THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.
-----------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S> <C>
Available Information................................ 3
Incorporation of Certain Information by Reference.... 3
The Company.......................................... 4
Risk Factors......................................... 4
Selling Stockholder.................................. 5
Plan of Distribution................................. 6
Use of Proceeds...................................... 6
Forward Looking Statements........................... 6
Legal Matters........................................ 6
Experts.............................................. 6
</TABLE>
150,000 SHARES
OCCUSYSTEMS, INC.
COMMON STOCK
----------------------------
PROSPECTUS
-----------------------------
_______________, 1996
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses payable by the registrant in connection with
the registration, issuance and distribution of the Common Stock offered hereby
are as follows.
<TABLE>
<CAPTION>
<S> <C>
SEC Registration Fee $ 1,801
Nasdaq National Market System Filing Fee 17,500
Legal Fees and Expenses 5,000
Accounting Fees and Expenses 2,000
Fees and Expenses of Transfer Agent 3,500
"Blue Sky" Fees and Expenses (including legal fees) 2,000
Miscellaneous Expenses 2,000
---------
Total $ 19,301
=========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article Tenth of the Certificate of Incorporation of the registrant
provides that the registrant shall indemnify its officers and directors to the
maximum extent allowed by the Delaware General Corporation Law. Pursuant to
Section 145 of the Delaware General Corporation Law, the registrant generally
has the power to indemnify its present and former directors and officers against
expenses and liabilities incurred by them in connection with any suit to which
they are, or are threatened to be made, a party by reason of their serving in
those positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
registrant, and with respect to any criminal action, so long as they had no
reasonable cause to believe their conduct was unlawful. With respect to suits by
or in the right of the registrant, however, indemnification is generally limited
to attorneys' fees and other expenses and is not available if the person is
adjudged to be liable to the registrant, unless the court determines that
indemnification is appropriate. The statute expressly provides that the power to
indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The registrant also has the power to purchase and maintain insurance for its
directors and officers. Additionally, Article Tenth of the Certificate of
Incorporation provides that, in the event that an officer or director files suit
against the registrant seeking indemnification of liabilities or expenses
incurred, the burden will be on the registrant to prove that the indemnification
would not be permitted under the Delaware General Corporation Law.
The preceding discussion of the registrant's Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law is not intended to be
exhaustive and is qualified in its entirety by the Certificate of Incorporation
and Section 145 of the Delaware General Corporation Law.
The registrant has entered into indemnity agreements with the registrant's
directors and officers. Pursuant to such agreements, the registrant will, to
the extent permitted by applicable law, indemnify such persons against all
expenses, judgments, fines and penalties incurred in connection with the defense
or settlement of any actions brought against them by reason of the fact that
they were directors or officers of the registrant or assumed certain
responsibilities at the direction of the registrant.
II-1
<PAGE>
<TABLE>
<CAPTION>
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
<S> <C>
*3.1 Amended and Restated Certificate of Incorporation of the Company.
*3.2 Bylaws of the Company.
**5.1 Opinion of Vinson & Elkins L.L.P.
**23.1 Consent of Arthur Andersen LLP.
**23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
**24.1 Power of Attorney (contained on signature pages hereto).
</TABLE>
- -----------------
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 33-79734) last filed with the Securities and Exchange
Commission on May 8, 1995.
** Filed herewith.
ITEM 17. UNDERTAKINGS
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 registration 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; and
(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;
provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
section 13 or section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(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 that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) 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 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 that time shall be deemed to be the initial bona
fide offering thereof.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, 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 Securities Act
of 1933 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 Securities
Act of 1933 and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
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 the 3rd day of July, 1996.
OCCUSYSTEMS, INC.
By: /s/ James M. Greenwood
----------------------
James M. Greenwood
Senior Vice President, Chief Financial
Officer and Treasurer
Each person whose signature appears below authorizes John K. Carlyle and
James M. Greenwood, and each of them, each of whom may act without joinder of
the other, to execute in the name of such person and to file any amendments to
this Registration Statement necessary or advisable to enable the Company to
comply with the Securities Act of 1933 and any rules, regulations and
requirements of the Securities and Exchange Commission in respect thereof, in
connection with the registration of the securities which are the subject of this
Registration Statement, which amendments may make such changes in the
Registration Statement as such attorney may deem appropriate.
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- ------------------------- ------------------------------- ------------
<S> <C> <C>
/s/ John K. Carlyle President and Chief Executive July 3, 1996
- ------------------------- Officer (Principal Executive
John K. Carlyle Officer); Director
/s/ James M. Greenwood Senior Vice President, Chief July 3, 1996
- ------------------------- Financial Officer and Treasurer
James M. Greenwood (Principal Financial and
Accounting Officer)
/s/ Richard D. Rehm Chairman of the Board July 3, 1996
- ------------------------- and Director
Richard D. Rehm, M.D.
/s/ Robert W. O'Leary Director July 3, 1996
- -------------------------
Robert W. O'Leary
/s/ Paul B. Queally Director July 3, 1996
- -------------------------
Paul B. Queally
/s/ Stephen A. George Director July 3, 1996
- -------------------------
Stephen A. George, M.D.
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBER
- ------------ ---------------------- ----------
<S> <C> <C>
*3.1 Amended and Restated Certificate of Incorporation of the Company.
*3.2 Bylaws of the Company.
**5.1 Opinion of Vinson & Elkins L.L.P.
**23.1 Consent of Arthur Andersen LLP.
**23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
**24.1 Power of Attorney (contained on signature pages hereto).
- ---------------------------
</TABLE>
* Incorporated by reference from the Company's Registration Statement on Form
S-1 (Registration No. 33-79734) last filed with the Securities and Exchange
Commission on May 8, 1995.
** Filed herewith.
<PAGE>
WRITER'S FAX NUMBER
(214) 220-7797 (214) 999-7797
July 3, 1996
OccuSystems, Inc.
3010 LBJ Freeway, Suite 400
Dallas, Texas 75234
Dear Sirs:
We have acted as counsel to OccuSystems, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of 1933
(the "Securities Act") of the offer and sale of an aggregate of 150,000 shares
(the "Shares") of common stock ("Common Stock"), par value $.01 per share, of
the Company, to be issued pursuant to that certain Warrant Agreement dated as of
January 3, 1995 (the "Warrant Agreement"), between the Company and
Creditanstalt-Bankverein.
In reaching the opinion set forth herein, we have reviewed such agreements,
certificates of public officials and officers of the Company, records, documents
and matters of law that we deemed relevant.
Based upon and subject to the foregoing, and subject further to the
assumptions, exceptions, and qualifications hereinafter stated, we express the
opinion that each Share, when issued in accordance with the terms of the Warrant
Agreement, will be legally issued, fully paid and non-assessable.
The opinion expressed above is subject to the following assumptions,
exceptions and qualifications:
(a) We have assumed that (i) all information contained in all
documents reviewed by us is true and correct, (ii) all signatures on all
documents reviewed by us are genuine, (iii) all documents submitted to us as
originals are true and complete, (iv) all documents submitted to us as copies
are true and complete copies of the originals thereof, and (v) each natural
person signing any document reviewed by us had the legal capacity to do so.
<PAGE>
OccuSystems, Inc.
July 3, 1996
Page 2
(b) We have also assumed that the Company will receive the full amount
and type of consideration (as specified in the Warrant Agreement) for each of
the Shares upon issuance, and that appropriate certificates evidencing the
Shares will be properly executed upon such issuance.
The opinion expressed above is limited to the laws of the State of Texas,
the Delaware General Corporation Law, and the federal laws of the United States
of America.
This opinion may be filed as an exhibit to a registration statement filed
under the Securities Act. 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,
VINSON & ELKINS L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement, and any registration
statement relating to the same offering as this registration statement that is
to be effective upon filing pursuant to Rule 462(b) under the Securities Act of
1933, as amended, of our report dated February 9, 1996 incorporated by reference
in OccuSystems, Inc.'s Form 10-K for the year ended December 31, 1995 and to all
references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas,
July 3, 1996
