<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1996.
Registration No. 33-99668
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-3
------------------
AMENDMENT NO. 3
(POST-EFFECTIVE AMENDMENT NO. 2)
TO
FORM S-1
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
(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]
------------------
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>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
+ 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. +
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
OCCUSYSTEMS, INC.
505,886 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
505,886 shares of common stock, par value $.01 per share ("Common Stock"), of
OccuSystems, Inc., a Delaware corporation ("OccuSystems" or the "Company" and,
unless the context otherwise requires, such references also refer to the
consolidated subsidiaries of 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. 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, and all selling and other expenses
incurred by the Selling Stockholders will be borne by the Selling
Stockholders. 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 May 28, 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 May 29, 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.
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: Michael H. Cooper,
Executive Vice President and General Counsel, 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.
2
<PAGE>
THE COMPANY
OccuSystems is the nation's largest physician practice management
company focusing on occupational healthcare. The Company currently manages the
practices of 149 physicians in the Company's 80 occupational healthcare centers
located in 22 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 83 physician practices and
developed 14 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 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 (214) 484-2700.
RISK FACTORS
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 IN
EVALUATING AN INVESTMENT IN SHARES OF COMMON STOCK OF THE COMPANY.
3
<PAGE>
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder
and relationship, if any, with the Company and (i) the number of shares of
Common Stock owned by each 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 such
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
NAME OF SELLING HOLDER MAXIMUM NUMBER OF OWNED AFTER THE OFFERING
AND RELATIONSHIP SHARES OWNED PRIOR SHARES WHICH MAY ----------------------------
TO COMPANY (1) TO OFFERING BE SOLD HEREUNDER AMOUNT (2) PERCENTAGE(2)
- -------------------------- ------------------ ----------------- ------------ --------------
<S> <C> <C> <C> <C>
Russell A. May 0 148,179 0 0
Jack M. Korsower, M.D. 0 22,989 0 0
Sidney Pion, M.D. 0 22,989 0 0
Howard J. Rosen 0 22,989 0 0
Sheila Rosen 0 7,854 0 0
Occupational Health
Resources, Inc.(3) 0 10,000 0 0
Tullis-Dickerson Capital
Focus, L.P.(3) 0 200,704 0 0
Lawrence C. Karlson 0 5,203 0 0
Jeffrey W. Rose 0 5,202 0 0
Hanover Center, Inc. 0 322 0 0
Calvin Fuhrmann, M.D. 0 35,284 0 0
Richard Carlson 0 34,171 0 0
</TABLE>
- --------------------
(1) The shares of Common Stock held by such Selling Stockholders were acquired
by such Selling Stockholder in connection with the sale of such Selling
Stockholders business to the Company. Unless otherwise indicated, each
person has sole voting and investment power with respect to all shares of
Common Stock shown as beneficially owned by such person, subject to
community property laws where applicable.
(2) Assumes the sale of all shares of Common Stock registered hereunder,
although none of the Selling Stockholders are under any obligation known to
the Company to sell any shares of Common Stock.
(3) The Company anticipates that Occupational Health Resources, Inc. may
transfer 10,000 shares of Common Stock to Tullis-Dickerson Capital Focus,
L.P. ("TDCF"). The 200,704 shares listed in the above table for TDCF
included such 10,000 shares.
4
<PAGE>
PLAN OF DISTRIBUTION
The Offered Securities were privately acquired by the Selling Stockholders
from the Company in connection with the acquisition by the Company of certain
businesses in a series of unrelated transactions. The Offered Securities may be
sold from time to time directly by any of the Selling Stockholders. The Offered
Securities may also be sold by the Selling Stockholders in ordinary brokerage
transactions, in transaction 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 related to such prevailing market
prices or at negotiated prices. 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 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 a Selling Stockholder, to the extent
required pursuant to the Securities Act, a supplement to this Prospectus will be
distributed which will set forth the aggregate principal amount of the Offered
Securities being offered and the terms of the offering, including the name or
names of any brokers, dealers and agents, any discounts, commissions and other
items constituting compensation from the Selling Stockholder and any discounts,
commissions or concessions allowed or reallowed or paid to dealers. The Company
will not bear any selling or other expenses incurred by any of the Selling
Stockholders in connection with the sale of the Offered Securities offered
hereby other than expenses of registration incurred in connection with this
offering.
USE OF PROCEEDS
The Company will not receive any of the proceeds from the sale of the
Offered Securities. This offering is being made by the Selling Stockholders
pursuant to registration rights granted in 1996. The Company will pay all of
the expenses of the offering.
FORWARD LOOKING STATEMENTS
Certain of the documents incorporated by reference herein do and will
contain forward looking statements and information relating to the Company that
are based on the beliefs of management of the Company as well as assumptions
made by and information currently available to management. Such forward looking
statements reflect the current views of the Company and are subject to certain
risks, uncertainties and assumptions, including the risk factors incorporated
herein by reference to the Annual Report on Form 10-K for the year ended
December 31, 1995. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may differ materially from anticipated or expected results described in the
forward looking statements.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon for
the Company by Michael H. Cooper, the Executive Vice President, General Counsel
and Secretary of the Company.
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.
5
<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>
505,886 SHARES
OCCUSYSTEMS, INC.
COMMON STOCK
----------------------------
PROSPECTUS
-----------------------------
MAY 29, 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 $ 3,659
Nasdaq National Market System Filing Fee 11,169
Legal Fees and Expenses 20,500
Accounting Fees and Expenses 10,000
Fees and Expenses of Transfer Agent 2,000
"Blue Sky" Fees and Expenses (including legal fees) 2,000
Miscellaneous Expenses 5,000
-------
Total $54,328
=======
</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 Michael H. Cooper.
***23.1 Consent of Arthur Andersen LLP.
**23.2 Consent of Michael H. Cooper (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.
** Previously filed.
*** 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 29th day of May, 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.
SIGNATURE CAPACITY DATE
--------- -------- ----
* President and Chief Executive May 29, 1996
- --------------------------- Officer (Principal Executive
John K. Carlyle Officer); Director
/s/ James M. Greenwood Senior Vice President, Chief May 29, 1996
- --------------------------- Financial Officer and Treasurer
James M. Greenwood (Principal Financial and
Accounting Officer)
* Chairman of the Board May 29, 1996
- --------------------------- and Director
Richard D. Rehm, M.D.
* Director May 29, 1996
- ---------------------------
Andrew M. Paul
* Director May 29, 1996
- ---------------------------
Robert W. O'Leary
* Director May 29, 1996
- ---------------------------
Paul B. Queally
* Director May 29, 1996
- ---------------------------
Stephen A. George, M.D.
* /s/ James M. Greenwood May 29, 1996
--------------------------
James M. Greenwood
Attorney-In-Fact
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 Michael H. Cooper.
***23.1 Consent of Arthur Andersen LLP.
**23.2 Consent of Michael H. Cooper (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.
** Previously filed.
*** Filed herewith.
<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 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
May 29, 1996
