<PAGE>
As filed with the Securities and Exchange Commission on September 20, 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)
DELAWARE 8093 75-2543036
(STATE OF INCORPORATION) (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
----------------------------
3010 LBJ FREEWAY, SUITE 400
DALLAS, TEXAS 75234
(972) 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
(972) 484-2700
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
----------------------------
Copy to:
RICHARD A. PARR II JEFFREY A. CHAPMAN
EXECUTIVE VICE PRESIDENT VINSON & ELKINS L.L.P.
AND GENERAL COUNSEL 3700 TRAMMELL CROW CENTER
OCCUSYSTEMS, INC. 2001 ROSS AVENUE
3010 LBJ FREEWAY, SUITE 400 DALLAS, TEXAS 75201
DALLAS, TEXAS 75234 (214) 220-7700
(972) 484-2700
----------------------------
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 135,412 $29.375 $3,977,728 $1,372
</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 September 19, 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 SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE>
PROSPECTUS
OCCUSYSTEMS, INC.
135,412 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 stockholders
identified herein (the "Selling Stockholders") of up to an aggregate of
135,412 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
privately offered by the Company in connection with the acquisition of certain
businesses in a series of unrelated transactions that are expected to occur by
October 31, 1996. See "Selling Stockholders" and "Plan of Distribution" for
information relating to the Selling Stockholders and this offering.
The Offered Securities may be sold from time to time pursuant to this
Prospectus by the Selling Stockholders. The Offered Securities may be sold by
the Selling Stockholders 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
Stockholders. All expenses of registration incurred in connection with this
offering are being borne by the Company. 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 September 19, 1996, the last reported sale price of the Common
Stock on The Nasdaq National Market was $29.375 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 http:\\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 Current Report on Form 8-K dated January 2, 1996;
3. The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1996;
4. The Company's Quarterly Report on Form 10-Q for the quarter ended June
30, 1996; and
5. 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: Richard A. Parr II,
Executive Vice President and General Counsel, telephone (972) 481-7507.
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 160 physicians in the Company's 90 occupational healthcare centers
located in 24 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 87 physician practices and
developed 20 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/SM/") 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 (972) 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 STOCKHOLDERS
The following table sets forth the name of the Selling Stockholders
and (i) the number of shares of Common Stock owned by the Selling Stockholders
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 Stockholders under this Prospectus, and
(iii) the amount and percentage of Common Stock to be owned by the Selling
Stockholders 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
SHARES MAXIMUM COMMON STOCK
OWNED NUMBER OF SHARES OWNED AFTER THE OFFERING
PRIOR TO WHICH MAY BE ------------------------
SELLING STOCKHOLDERS OFFERING SOLD HEREUNDER AMOUNT PERCENTAGE
- ------------------------------- ------------ ---------------- --------- -------------
<S> <C> <C> <C> <C>
William J. Isenhower, P.A.-C. 0 54,165 0 0
G. Wayne Kelly, M.D. 0 54,165 0 0
Greg L. Mitchell, M.D. 0 27,082 0 0
</TABLE>
5
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities will be issued to the Selling Stockholders in
connection with the acquisition by the Company of the various businesses of the
Selling Stockholders in a series of separate transactions. The Offered
Securities may be sold from time to time directly by the Selling Stockholders.
The Offered Securities may also be sold by the Selling Stockholders 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 Stockholders and/or purchasers of
the Offered Securities for whom they may act as agent. The Selling Stockholders
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 Stockholders, 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.
Pursuant to the provisions of a Registration Rights Agreement entered
into between the Company and each of the Selling Stockholders, the Selling
Stockholders will pay their costs and expenses of selling the shares of Common
Stock offered hereunder, including commissions and discounts of underwriters,
brokers, dealers or agents, and the Company will pay the costs and expenses
incident to its registration and qualification of the Common Stock offered
hereby, including registration and filing fees. In addition the Company has
agreed to indemnify the Selling Stockholders against certain liabilities,
including liabilities arising under the Securities Act.
The Selling Stockholders may indemnify any broker-dealer that participates
in transactions involving the sale of shares of Common Stock against certain
liabilities, including liabilities under the Securities Act.
There can be no assurance that the Selling Stockholders will sell any
or all of the shares of Common Stock offered by them hereunder.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities by the Selling Stockholders.
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 Richard A. Parr II, Executive Vice President and General
Counsel of the Company.
6
<PAGE>
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.
7
<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 Stockholders................................................... 5
Plan of Distribution................................................... 6
Use of Proceeds........................................................ 6
Forward Looking Statements............................................. 6
Legal Matters.......................................................... 6
Experts................................................................ 6
</TABLE>
================================================================================
================================================================================
135,412 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 $ 1,372
Nasdaq National Market System Filing Fee 2,709
Legal Fees and Expenses 2,500
Accounting Fees and Expenses 5,000
Fees and Expenses of Transfer Agent 3,500
"Blue Sky" Fees and Expenses (including legal fees) 2,000
Miscellaneous Expenses 1,919
---------
Total $ 19,000
=========
</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>
ITEM 16. EXHIBITS
EXHIBIT NO. DESCRIPTION
- ----------- -----------
+3.1 Amended and Restated Certificate of Incorporation of the Company.
+3.2 Bylaws of the Company.
5.1 Opinion of Richard A. Parr II.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Richard A. Parr II (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages hereto).
- ---------------------------
+ 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.
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 20th day of September, 1996.
OCCUSYSTEMS, INC.
By: /s/ James M. Greenwood
-----------------------------------------
James M. Greenwood
Senior Vice President, Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated. Each person whose signature appears below
authorizes and appoints each of John K. Carlyle and James M. Greenwood, and each
of them severally, acting alone and without the other, as his attorney-in-fact
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-in-fact may deem appropriate.
SIGNATURE CAPACITY DATE
- ------------------------- ------------------------------- ------------------
/s/ John K. Carlyle President and Chief Executive September 20, 1996
- ------------------------- Officer (Principal Executive
John K. Carlyle Officer); Director
/s/ James M. Greenwood Senior Vice President, Chief September 20, 1996
- ------------------------- Financial Officer and Treasurer
James M. Greenwood (Principal Financial and
Accounting Officer)
/s/ Richard D. Rehm Chairman of the Board September 20, 1996
- ------------------------- and Director
Richard D. Rehm, M.D.
/s/ Robert W. O'Leary Director September 20, 1996
- -------------------------
Robert W. O'Leary
/s/ Paul B. Queally Director September 20, 1996
- -------------------------
Paul B. Queally
/s/ Stephen A. George Director September 20, 1996
- -------------------------
Stephen A. George, M.D.
II-4
<PAGE>
INDEX TO EXHIBITS
SEQUENTIAL
PAGE
EXHIBIT NO. DESCRIPTION OF EXHIBIT NUMBER
- ------------ ------------------------------------------------------ ----------
+3.1 Amended and Restated Certificate of Incorporation
of the Company.
+3.2 Bylaws of the Company.
5.1 Opinion of Richard A. Parr II.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Richard A. Parr II (included in Exhibit 5.1).
24.1 Power of Attorney (contained on signature pages hereto).
- ----------------
+ 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.
<PAGE>
EXHIBIT 5.1
September 20, 1996
OccuSystems, Inc.
3010 LBJ Freeway, Suite 400
Dallas, TX 75234
Ladies and Gentlemen:
I have acted as counsel for OccuSystems, Inc., a Delaware corporation (the
"Company"), in connection with the Company's registration under the Securities
Act of 1933, as amended (the "Act"), of the offer and sale of 135,412 shares of
common stock, par value $.01 per share (the "Shares"), of the Company pursuant
to the Company's Registration Statement on Form S-3 filed with the Securities
and Exchange Commission (the "Commission") on September 20, 1996 (the
"Registration Statement").
In reaching the opinions set forth herein, I have examined and am familiar
with originals or copies, certified or otherwise, of such documents and records
of the Company and such statutes, regulations, and other instructions as I have
deemed necessary or advisable for purposes of this opinion, including (i) the
Registration Statement, (ii) the Certificate of Incorporation of the Company, as
filed with the Secretary of State of the State of Delaware, and (iii) the By-
Laws of the Company.
I have assumed that (i) all information contained in all documents reviewed
by me is true, correct, and complete, (ii) all signatures on all documents
reviewed by me are genuine, (iii) all documents submitted to me as originals are
true and complete, (iv) all documents submitted to me as copies are true and
complete copies of the originals thereof, and (v) all persons executing and
delivering originals or copies of documents examined by me were competent to
execute and deliver such documents. In addition, I have assumed that (i) the
Shares that have yet to be issued will be issued in accordance with the
acquisition agreements in the forms previously reviewed by me (the "Acquisition
Agreements"), (ii) the full consideration for each Share that has yet to be
issued shall be paid to the Company and in no event shall be less than the par
value of such Share, and (iii) certificates evidencing the Shares that have yet
to be issued shall be properly executed and delivered by the Company in
accordance with the Delaware General Corporation Law (the "DGCL").
Based on the foregoing and having due regard for the legal considerations I
deem relevant, I am of the opinion that the Shares that have been issued are
validly issued by the Company, fully paid, and non-assessable and that the
Shares that have yet to be issued, when issued in accordance with the
Acquisition Agreements, will be validly issued by the Company, fully paid, and
non-assessable.
This opinion is limited in all respects to the laws of the State of Texas,
the DGCL, and the federal laws of the United States of America. You should be
aware that I am not
<PAGE>
admitted to the practice of law in the State of Delaware, and the opinion herein
as to the DGCL is based upon the latest unofficial compilation thereof available
to the me.
This opinion letter may be filed as an exhibit to the Registration
Statement. Consent is also given to the reference to me under the caption
"Legal Matters" in the Registration Statement and in the Prospectus included in
the Registration Statement, as having passed on the validity of the Shares. In
giving this consent, I do not thereby admit that I come within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ RICHARD A. PARR II
Richard A. Parr II
General Counsel
<PAGE>
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
reference to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
Arthur Andersen LLP
Dallas, Texas
September 20, 1996
