<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 29, 1996
Registration No. 33-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________
OCCUSYSTEMS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2543036
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3010 LBJ FREEWAY, SUITE 400
DALLAS, TEXAS 75234
(Address of principal executive offices, including zip code)
____________________
OCCUSYSTEMS, INC. 1996 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plans)
JOHN K. CARLYLE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
OCCUSYSTEMS, INC.
3010 LBJ FREEWAY, SUITE 400
DALLAS, TEXAS 75234
(214) 484-2700
(Name, address and telephone number of agent for service)
copy to:
JEFFREY A. CHAPMAN
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
(214) 220-7797
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
Title of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered offering price aggregate registration fee
registered per share* offering price*
- ----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value per share 250,000 shares $33.875 $8,468,750 $2,920
==============================================================================================
</TABLE>
* Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended,
and based on the average of the high and low prices of the Common Stock
reported on The Nasdaq National Market on May 23, 1996.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents have been filed with the Securities and Exchange
Commission (the "Commission") by OccuSystems, Inc., a Delaware corporation (the
"Company'), and are incorporated herein by reference and made a part hereof:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1995;
(b) The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996;
(c) The Company's Registration Statement on Form S-1 (File No. 33-99668),
dated January 5, 1996;
(d) Post Effective Amendment No.1 to the Company's Registration Statement on
Form S-1 (File No. 33-99668), dated March 12, 1996;
(e) Post Effective Amendment No. 2 to the Company's Registration Statement on
Form S-1 (File No. 33-99668), dated May 29, 1996; and
(f) The description of the Registrant's Common Stock, $.01 par value per
share, contained in Item 1 of the Company's Registration Statement on Form 8-A
filed with the Commission on April 5, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), subsequent to
the effective date hereof and prior to the filing of a post-effective amendment
hereto that indicates that all securities offered hereby have been sold or that
deregisters all such securities then remaining unsold, shall be deemed to be
incorporated herein by reference and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed to constitute a part of this Registration
Statement, except as so modified or superseded.
ITEM 4. DESCRIPTION OF SECURITIES.
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Article Tenth of the Certificate of Incorporation of the Company provides that
the Company 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 Company 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 Company, and with respect to
any criminal action, so long as they had no reasonable cause to believe their
conduct was unlawful.
2
<PAGE>
With respect to suits by or in the right of the Company, 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 Company, 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 Company 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 Company seeking indemnification of
liabilities or expenses incurred, the burden will be on the Company to prove
that the indemnification would not be permitted under the Delaware General
Corporation Law.
The preceding discussion of the Company'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 Company has entered into indemnity agreements with its directors and
officers. Pursuant to such agreements, the Company 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 Company or assumed certain responsibilities at
the direction of the Company.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not applicable.
ITEM 8. EXHIBITS.
--------
Unless otherwise indicated below as being incorporated by reference to another
filing of the Company with the Commission, each of the following exhibits is
filed herewith:
4.1 -- OccuSystems, Inc. 1996 Employee Stock Purchase Plan
4.2 -- Amended and Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.3 to the Company's
Registration Statement on Form S-1, File No. 33-79734)
4.3 -- Bylaws of the Company (incorporated by reference to Exhibit 3.2 to
the Company's Registration Statement on Form S-1, File No. 33-
79734)
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 its opinion filed
as Exhibit 5.1 hereto)
24.1 -- Power of Attorney (see signature pages hereto)
3
<PAGE>
ITEM 9. UNDERTAKINGS.
------------
The Company 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;
(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 Company pursuant to
section 13 or section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purposes of determining any liability under the Securities
Act, 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,
each filing of the Company's annual report pursuant to section 13(a) or section
15(d) of the Exchange Act (and, where applicable, each filing on an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act)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.
(5) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of 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
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 each such person who is then an officer or
director of the Company and to file any amendments to this Registration
Statement necessary or advisable to enable the Company to comply with the
Securities Act of 1933, as amended, 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.
Signature Capacity Date
--------- -------- ----
/s/ John K. Carlyle 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)
/s/ Richard D. Rehm, M.D. Chairman of the Board May 29, 1996
- ---------------------------- and Director
Richard D. Rehm, M.D.
/s/ Andrew M. Paul Director May 29, 1996
- ----------------------------
Andrew M. Paul
/s/ Robert A. Ortenzio Director May 29, 1996
- ----------------------------
Robert A. Ortenzio
/s/ Paul B. Queally Director May 29, 1996
- ----------------------------
Paul B. Queally
/s/ Stephen A. George, M.D. Director May 29, 1996
- ----------------------------
Stephen A. George, M.D.
5
<PAGE>
/s/ Richard W. Palczynski Director May 29, 1996
- ----------------------------
Richard W. Palczynki
6
<PAGE>
EXHIBIT INDEX
Sequential
Exhibit Description of Exhibit Page No.
------- ---------------------- ----------
4.1 - Amended and Restated Certificate of Incorporation
of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement
on Form S-1, File No. 33-79734)
*4.2 - Bylaws of the Company (incorporated by reference
to Exhibit 3.2 to the Company's Registration
Statement on Form S-1, File No. 33-79734)
*4.3 - OccuSystems, Inc. 1996 Employee Stock Purchase Plan
*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 its
opinion filed as Exhibit 5.1 hereto)
24.1 - Power of Attorney (see signature pages hereto)
- ------------------------------
* Filed Herewith
7
<PAGE>
EXHIBIT 4.3
OCCUSYSTEMS, INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The Purpose of the Plan is to provide employees of the
Company and its Subsidiaries with an opportunity to purchase Common Stock of the
Company through accumulated payroll deductions. It is the intention of the
Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in manner consistent with the requirements of that section of the
Code.
2. Definitions. As used herein:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Common Stock" shall mean the Common Stock, par value $.01 per
share, of the Company.
(d) "Company" shall mean OccuSystems, Inc., a Delaware corporation.
(e) "Compensation" shall mean all regular straight time gross
earnings, exclusive of payments for overtime, shift premium, incentive
compensation, incentive payments, bonuses, commissions or other
compensation.
(f) "Continuous Status as an Employee" shall mean the absence of any
interruption or termination of service as an Employee. Continuous Status as
an Employee shall not be considered interrupted in the case of a leave of
absence agreed to in writing by the Company, provided that such leave is
for a period of not more than 90 days or reemployment upon the expiration
of such leave is guaranteed by contract or statute.
(g) "Employee" shall mean any person, including an officer, who is
customarily employed for at least 20 hours per week and more than five
months in a calendar year by the Company or one of its Subsidiaries.
(h) "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.
(i) "Exercise Date" shall mean the last day of each Offering Period of
the Plan.
<PAGE>
(j) "Offering Date" shall mean the first day of each Offering Period
of the Plan.
(k) "Offering Period" shall have the meaning set forth in paragraph 4.
(l) "Participant" shall mean an Employee who elects to participate in
the Plan in accordance with the terms hereof.
(m) "Plan" shall mean this Employee Stock Purchase Plan.
(n) "Rule 16b-3" shall mean Rule 16b-3 of the Exchange Act, as adopted
in Exchange Act Release No. 34-29131 (April 26, 1991), or any successor
rule, as such rule may be amended from time to time.
(o) "Subsidiary" shall mean a corporation, domestic or foreign, of
which not less than 50% of the voting shares are held by the Company or a
Subsidiary, whether or not such corporation now exists or is hereafter
organized or acquired by the Company or a Subsidiary.
3. Eligibility.
(a) Any person who is an Employee as of the Offering Date of a given
Offering Period shall be eligible to participate under the Plan during such
Offering Period, subject to the requirements of paragraph 5(a) and the
limitations imposed by Section 423(b) of the Code.
(b) Any provisions of the Plan to the contrary notwithstanding, no
Employee shall be granted an option under the Plan (i) if, immediately
after the grant, such Employee (or any other person whose stock would be
attributed to such Employee pursuant to Section 425 (d) of the Code) would
own stock and/or hold outstanding options to purchase stock possessing five
percent or more of the total combined voting power or value of all classes
of stock of the Company or of any Subsidiary, or (ii) which permits his
rights to purchase stock under all employee stock purchase plans (described
in Section 423 of the Code) of the Company and its Subsidiaries to accrue
at a rate which exceeds $25,000 of fair market value of such stock
(determined at the time such option is granted) for each calendar year in
which such option is outstanding at any time.
4. Offering Periods. The Plan shall be implemented by one offering
during each 6 month period of the Plan, commencing on July 1, 1996, and
continuing thereafter until terminated in accordance with paragraph 19 (each
such six-month period being called herein an "Offering Period"). The Board
shall have the power to change the duration of Offering Periods with respect to
future offerings without stockholder approval if such change is announced at
least 15 days prior to the scheduled beginning of the first Offering Period to
be affected.
-2-
<PAGE>
5. Participation.
(a) An eligible Employee may become a Participant in the Plan by
completing a subscription agreement authorizing payroll deductions on the
form provided by the Company and filing it with the Company's payroll
office.
(b) Payroll deductions for a Participant shall commence on the first
payday on or following the first Offering Date on or following the filing
referred to in paragraph 5(a) and shall continue until terminated as
provided in paragraph 10.
6. Payroll Deductions.
(a) At the time a Participant files his subscription agreement, he
shall elect to have payroll deductions made on each payday during each
Offering Period thereafter in an amount not exceeding 15% of the
Compensation which he received on the payday immediately preceding the
relevant Offering Date, and the aggregate of such payroll deductions during
such Offering Period shall not exceed 15% of his aggregate Compensation
during such Offering Period.
(b) All payroll deductions made by a Participant shall be credited to
his account under the Plan. A Participant may not make any additional
payments into such account.
(c) A Participant may discontinue his participation in the Plan as
provided in paragraph 10, or may lower, but not increase, the rate of his
payroll deductions during an Offering Period by completing and filing with
the Company a new authorization for payroll deduction. The change in rate
shall be effective 15 days following the Company's receipt of the new
authorization. The effectiveness of discontinuation of participation in
the Plan shall be governed by paragraph 10.
7. Grant of Option.
(a) On the Offering Date of each Offering Period, each eligible
Employee participating in the Plan shall be granted an option to purchase
(at the per share option price determined in accordance with paragraph
7(b)) up to a number of shares of Common Stock determined by dividing such
Employee's payroll deductions to be accumulated during such Offering Period
(not to exceed an amount equal to 15% of his Compensation as of the date of
commencement of the applicable Offering Period) by such per share option
price, subject to the limitations set forth in paragraphs 3(b) and 12
hereof.
(b) The per share option price of the share of Common Stock offered in
a given Offering Period shall be the lower of (i) 85% of the fair market
value per share of Common Stock on the Offering Date for such Offering
Period and (ii)
-3-
<PAGE>
85% of the fair market value per share of Common Stock on the Exercise Date
for such Offering Period. The fair market value per share of Common Stock
on a particular date shall be the closing price of the Common Stock on such
date, as reported by the NASDAQ National Market System or the primary
national securities exchange on which the Common Stock is listed, as
applicable. If the Common Stock is not so reported or listed, then the fair
market value of the Common Stock on that date shall be determined on such
basis as shall be established or specified by the Committee referred to in
paragraph 13.
8. Exercise of Option. Unless a Participant withdraws from the Plan as
provided in paragraph 10, his option to purchase shares of Common Stock will be
exercised automatically on the Exercise Date of each Offering Period, and the
maximum number of full shares subject to option will be purchased for him at the
applicable option price with the accumulated payroll deductions in his account.
The shares purchased upon exercise of an option hereunder shall be deemed to be
transferred to the Participant on each Exercise Date. During his lifetime, a
Participant's option to purchase shares hereunder shall be exercisable only by
him.
9. Delivery. As promptly as practicable after the Exercise Date of each
Offering Period, the Company shall arrange for the delivery to each Participant,
as appropriate, of a certificate representing the shares of Common Stock
purchased upon exercise of his option. Any cash remaining to the credit of a
Participant's account under the Plan after a purchase by him of shares of Common
Stock at the termination of each Offering Period, or which is insufficient to
purchase a full share of Common Stock of the Company, shall be credited to the
account of such Participant for the subsequent Offering Period.
10. Withdrawal; Termination of Employment.
(a) A Participant may withdraw all but not less than all the payroll
deductions credited to his account under the Plan at any time prior to the
Exercise Date of an Offering Period by giving written notice to the
Company. All of the Participant's payroll deductions credited to his
account will be paid to him promptly after receipt of his notice of
withdrawal and his option for the current Offering Period will be
automatically terminated, and no further payroll deductions for the
purchase of shares of Common Stock will be made during the Offering Period.
(b) Upon termination of the Participant's Continuous Status as an
Employee prior to the Exercise Date of the Offering Period for any reason,
including retirement or death, the payroll deductions credited to his
account will be returned to him or, in the case of his death, to the person
or persons entitled thereto under paragraph 14, and his option will be
automatically terminated.
-4-
<PAGE>
(c) A Participant's withdrawal from an offering under the Plan will
not have any effect upon his eligibility to participate in a succeeding
offering or in any similar plan which may hereafter be adopted by the
Company.
11. Interest. No interest shall accrue on the payroll deductions of a
Participant of the Plan.
12. Stock.
(a) The maximum number of shares of Common Stock which shall be made
available for sale under the Plan shall be 250,000 shares, subject to
adjustment upon changes in capitalization of the Company as provided in
paragraph 18. If the total number of shares which would otherwise be
subject to options granted pursuant to paragraph 7(a) on the Offering Date
of an Offering Period exceeds the number of shares then available under the
Plan (after deduction of all shares for which options have been exercised
or are then outstanding), the Company shall make a pro rata allocation of
the shares remaining available for option grant in as uniform a manner as
shall be practicable and as it shall determine to be equitable. In such
event, the Company shall give written notice of such reduction of the
number of shares subject to the option to each Employee affected thereby
and shall similarly reduce the rate of payroll deductions, if necessary.
(b) The Participant will have no interest or voting right in shares of
Common Stock covered by his option until such option has been exercised.
(c) Shares to be delivered to a Participant under the Plan will be
registered in the name of the Participant or in the name of the Participant
and his spouse.
13. Administration. The Plan shall be administered by a committee of two
or more members of the Board who are "disinterested persons" (as defined in Rule
16b-3) and are appointed by the Board (the "Committee"). The administration,
interpretation or application of the Plan by the committee shall be final,
conclusive and binding upon all Participants. The Committee may select one of
its members as its Chairman and shall hold its meetings at such times and places
as it shall deem advisable and may hold telephonic meetings. A majority of its
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. The Committee may correct any defect or
omission or reconcile any inconsistency in the Plan, in the manner and to the
extent it shall deem desirable. Any decision or determination reduced to
writing and signed by a majority of the members of the Committee shall be as
fully effective as if it had been made by a majority vote at a meeting duly
called and held. The Committee may appoint a secretary and make such rules and
regulations for the conduct of its business as it shall deem advisable.
-5-
<PAGE>
14. Designation of Beneficiary.
(a) A Participant may file with the Company a written designation of a
beneficiary who is to receive shares of Common Stock and cash, if any, from
the Participant's account under the Plan in the event of such Participant's
death subsequent to the end of an Offering Period but prior to delivery to
him of such shares and cash. In addition, Participant may file with the
Company a written designation of a beneficiary who is to receive any cash
from the Participant's account under the Plan in the event of such
Participant's death prior to the Exercise Date of an Offering Period.
(b) Such designation of beneficiary may be changed by the Participant
at any time by written notice to the Company. In the event of the death of
a Participant and in the absence of a beneficiary validly designated under
the Plan who is living at the time of such Participant's death, the Company
shall deliver such shares and/or cash to the executor or administrator of
the estate of the Participant, or if (to the knowledge of the Company) no
such executor or administrator has been appointed, the Company, in its
discretion, may deliver such shares and/or cash to the spouse or to any one
or more dependents or relatives of the Participant, or if no spouse,
dependent or relative is known to the Company, then to such other person as
the Company may designate.
15. Transferability. Neither payroll deductions credited to a
Participant's account nor any rights with regard to the exercise of an option or
to receive shares of Common Stock under the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will, the laws of
descent and distribution or as provided in paragraph 14) by the Participant.
Any such attempted assignment, transfer, pledge or other disposition shall be
without effect, except that the Company may treat such act as an election to
withdraw funds in accordance with paragraph 10.
16. Use of Funds. All payroll deductions received or held by the Company
under the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate such payroll deductions.
17. Reports. Individual accounts will be maintained for each Participant
in the Plan. Statements of account will be given to participating Employees
promptly following each Exercise Date, which statements will set forth the
amounts of payroll deductions under the Plan, the per share purchase price, the
number of shares of Common Stock purchased and the remaining cash balance, if
any.
18. Adjustments Upon Changes in Capitalization. Subject to any required
action by the stockholders of the Company under the Rule 16b-3, the number of
shares of Common Stock covered by each option under the Plan which has not yet
been exercised and the number of shares of Common Stock which have been
authorized for issuance under the Plan but have not yet been placed under
option, as well as the price per share of
-6-
<PAGE>
Common Stock covered by each option under the plan which has not yet been
exercised, shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split, reverse
stock split, stock dividend, combination or reclassification of the Common
Stock, or any other increase or decrease in the number of shares of Common Stock
effective without receipt of consideration by the Company; provided, however,
that conversion of any convertible securities of the Company shall not be deemed
to have been "effected without receipt of consideration." Such adjustment shall
be made by the Board, whose determination in that respect shall be final,
binding and conclusive. Except as expressly provided herein, no issue by the
Company of shares of stock of any class, or securities convertible into shares
of stock of any class, shall affect, and no adjustment by reason thereof shall
be made with respect to, the number or price of shares of Common Stock subject
to an option hereunder.
In the event of the dissolution or liquidation of the Company, a sale of
all or substantially all of the assets of the Company, or the merger of the
Company with or into another corporation, the Offering Period will terminate
immediately prior to the consummation of such action or transaction, unless
otherwise provided by the Board.
19. Amendment or Termination. The Board may at any time terminate or
amend the Plan. Except as provided in paragraph 18, no such termination shall
affect options previously granted, nor may an amendment make any change in any
option theretofore granted which adversely affects the rights of any
Participant, nor may an amendment be made without prior approval of the
stockholders of the Company (obtained in the manner described in paragraph 21)
if such amendment would require stockholder approval under Rule 16b-3.
20. Notices. All notices or other communications by the Participant to
the Company under or in connection with the Plan shall be deemed to have been
duly given when received in the form specified by the Company at the location,
or by the person, designated by the Company for the receipt thereof.
21. Stockholder Approval. The effectiveness of the Plan and any
amendments to the Plan requiring stockholder approval under Rule 16b-3 shall be
subject to stockholder approval to be obtained at a duly held stockholder
meeting by the affirmative vote of the holders of a majority of the outstanding
shares of capital stock of the Company present or represented and entitled to
vote thereon.
22. Conditions Upon Issuance of Shares. Shares of Common Stock shall not
be issued with respect to an option hereunder unless the exercise of such option
and the issuance and delivery of such shares pursuant thereto shall comply with
all applicable provisions of law, domestic or foreign, including, without
limitation, the Securities Act of 1933, as amended, the Exchange Act, the rules
and regulations promulgated thereunder, the requirements of any stock exchange
or quotation system upon which the shares may then be listed or quoted. As a
condition to the exercise of any option, the Company may require the person
exercising such option to represent and warrant at the time of any such
-7-
<PAGE>
exercise that the shares are being purchased only for investment and without any
present intention to sell or distribute such shares if, in the opinion of
counsel for the Company, such a representation is required by any of the
aforementioned applicable provisions of law.
23. Term of Plan. The Plan shall become effective upon the later to occur
of its adoption by the Board or its approval by the stockholders of the Company
as described in paragraph 21. It shall continue in effect until terminated under
paragraph 19.
24. Six Month Holding Period. All shares of Common Stock acquired
pursuant to the terms hereof by Employees who are subject to Section 16 of the
Exchange Act shall be held for at least six months from the Exercise Date and in
any event shall be held for such period of time as to satisfy the six month
holding period set forth in Rule 16b-3.
25. No Employment Rights. The Plan does not, directly or indirectly,
create in any Employee or class of Employees any right with respect to
continuation of employment by the Company, and it shall not be deemed to
interfere in any way with the Company's right to terminate, or otherwise modify,
an Employee's employment at any time.
26. Effect of Plan. The provisions of the Plan shall, in accordance with
its terms, be binding upon, and inure to the benefit of, all successors of each
Employee participating in the Plan, including, without limitations, such
Employee's estate and the executors, administrators or trustees thereof, heirs
and legatees thereof, and any receiver, trustee in bankruptcy or representative
of creditors of such Employee.
27. Governing Law. The law of the State of Delaware shall govern all
matters relating to the Plan except to the extent superseded by the laws of the
United States.
28. Severability. In the event that any provision of this Plan, or the
application hereof to any Employee or circumstance, is held by a court of
competent jurisdiction to be invalid, illegal or unenforceable in any respect
under present or future laws effective during the effective term of any such
provision, such invalid, illegal or unenforceable provision shall be fully
severable; this Plan shall then be construed and enforced as if such invalid,
illegal or unenforceable provision had not been contained in this Plan; and the
remaining provisions of this Plan shall remain in full force and effect and
shall not be affected by the illegal, invalid of unenforceable provision or by
its severance from this Plan. Furthermore, in lieu of each such illegal,
invalid or unenforceable provision, there shall be added automatically as part
of this Plan a provision as similar in terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
If any of the terms or provisions of this Plan conflict with the requirements of
Rule 16b-3 (as those terms or provisions are applied to Employees who are
subject to Section 16 of the Exchange Act), then those conflicting terms or
provisions shall be
-8-
<PAGE>
deemed inoperative to the extent they so conflict with the requirements of Rule
16b-3 and, in lieu of such conflicting provision, there shall be added
automatically as part of this Plan a provision as similar in terms to such
conflicting provisions as may be possible and not conflict with the requirements
of Rule 16b-3.
IN WITNESS WHEREOF, OccuSystems, Inc., acting by and through its officer
hereunto duly authorized, has executed this Plan this 8th day of December,
1995.
OCCUSYSTEMS, INC.
By: /s/ JOHN K. CARLYLE
______________________
Name: John K. Carlyle
______________________
Title: President and Chief
Executive Officer
______________________
-9-
<PAGE>
EXHIBIT 5.1
VINSON & ELKINS
ATTORNEYS AT LAW
VINSON & ELKINS L.L.P.
3700 TRAMMELL CROW CENTER
2001 ROSS AVENUE
DALLAS, TEXAS 75201-2975
TELEPHONE (214) 220-7700
VOICE MAIL (214) 220-7999
FAX (214) 220-7716
May 28, 1996
OccuSystems, Inc.
3010 LBJ Freeway
Suite 400
Dallas, Texas 75234
Ladies and Gentlemen:
We 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 250,000 shares of common stock, par
value $.01 per share (the "Shares"), of the Company pursuant to the Company's
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission (the "Commission") on May 28, 1996.
In reaching the opinions set forth herein, we have examined and are
familiar with originals or copies, certified or otherwise identified to our
satisfaction, of such documents and records of the Company and such statutes,
regulations and other instruments as we deemed necessary or advisable for
purposes of this opinion, including (i) the Registration Statement, (ii) the
Amended and Restated Certificate of Incorporation of the Company, as filed with
the Secretary of State of the State of Delaware, (iii) the By-Laws of the
Company, and (iv) certain minutes of meetings of, and resolutions adopted by,
the Board of Directors of the Company.
We have assumed that (i) all information contained in all documents we
reviewed is true, correct and complete, (ii) all signatures on all documents we
reviewed 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) all persons executing and delivering
the documents we examined were competent to execute and deliver such documents.
In addition, we have assumed that, upon exercise of the stock options pursuant
to which the Shares will be issued (the "Options"), (i) the Shares will be
issued in accordance with the Company's 1996 Employee Stock Purchase Plan (the
"1996 Employee Stock Purchase Plan"), (ii) the full consideration for each Share
shall be paid to the Company and in no event will be less than the par value for
each Share, and (iii) certificates evidencing the Shares will be properly
executed and
<PAGE>
OccuSystems, Inc.
Page 2
May 28, 1996
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
we deem relevant, we are of the opinion that the Shares, when issued by the
Company upon exercise of the Options in accordance with the 1996 Employee Stock
Purchase Plan, will be legally issued, 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 we are not admitted to the practice of law in the State of Delaware.
This opinion letter may be filed as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we 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/ 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 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 our reports dated February 9, 1996, September 30, 1995,
and September 15, 1995 incorporated by reference in the Company's Registration
Statement on Form S-1 (File No. 33-99668), dated January 5, 1996 and Post
Effective Amendment No. 1 to the Company's Registration Statement on Form S-1
(File No. 33-99668), dated March 12, 1996, and to all references to our Firm
included in this registration statement.
ARTHUR ANDERSEN LLP
Dallas, Texas
May 29, 1996
