<PAGE>
As filed with the Securities and Exchange Commission on January 15, 1997.
Registration No. 333-19347
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
AMENDMENT NO. 1
TO
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 JILL OBERDAS
AND GENERAL COUNSEL VINSON & ELKINS L.L.P.
OCCUSYSTEMS, INC. 3700 TRAMMELL CROW CENTER
3010 LBJ FREEWAY, SUITE 400 2001 ROSS AVENUE
DALLAS, TEXAS 75234 DALLAS, TEXAS 75201
(972) 484-2700 (214) 220-7700
----------------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this registration statement becomes effective.
----------------------------
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
----------------------------
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.
================================================================================
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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.
SEC Registration Fee $ 1,063
Nasdaq National Market System Filing Fee 2,673
Legal Fees and Expenses 2,500
Accounting Fees and Expenses 5,000
Fees and Expenses of Transfer Agent 3,500
Miscellaneous Expenses 264
-------
Total $15,000
=======
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
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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.
++ Previously filed.
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
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 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 15th day of January,
1997.
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
- --------- -------- ----
/s/ John K. Carlyle Chairman of the Board and January 15, 1997
- ------------------------- Chief Executive Officer
John K. Carlyle (Principal Executive
Officer); Director
/s/ James M. Greenwood Senior Vice President, Chief January 15, 1997
- ------------------------- Financial Officer and Treasurer
James M. Greenwood (Principal Financial and
Accounting Officer)
* President and Chief January 15, 1997
- ------------------------- Operating Officer,
Daniel J. Thomas Director
* Director January 15, 1997
- -------------------------
Richard D. Rehm, M.D.
* Director January 15, 1997
- -------------------------
Robert W. O'Leary
* Director January 15, 1997
- -------------------------
Paul B. Queally
* Director January 15, 1997
- -------------------------
Stephen A. George, M.D.
* Director January 15, 1997
- -------------------------
Robert A. Ortenzio
* /s/ James M. Greenwood Attorney-in-Fact January 15, 1997
- -------------------------
James M. Greenwood
II-4
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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.
++ Previously filed.
<PAGE>
EXHIBIT 5.1
January 15, 1997
OccuSystems, Inc.
3010 LBJ Freeway, Suite 400
Dallas, Texas 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 133,644 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 January 7, 1997 (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 Amended and Restated 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 an
acquisition agreement in the form previously reviewed by me (the "Acquisition
Agreement"), (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 Agreement, will be validly issued by the Company, fully paid, and
non-assessable.
<PAGE>
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.
This opinion letter may be filed as any 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
