<PAGE>
Filed pursuant to Rule 424(b)(3)
File No. 333-20933
SUPPLEMENT NO. 2 DATED JULY 1, 1997
TO PROSPECTUS DATED MAY 16, 1997
RELATING TO $97,750,000 PRINCIPAL AMOUNT
6% CONVERTIBLE SUBORDINATED NOTES DUE 2001 AND
3,291,246 SHARES OF COMMON STOCK, $.01 PAR VALUE PER SHARE, OF
OCCUSYSTEMS, INC.
All capitalized terms used but not defined herein shall have the meanings
ascribed to them in the Prospectus dated May 16, 1997, forming a part of the
Registration Statement on Form S-3, File No. 333-20933. Any cross references in
this supplement refer to portions of the Prospectus.
The purpose of this supplement is to provide additional information
regarding the Selling Securityholders. In addition to the Selling
Securityholders named in the Prospectus, the following table sets forth the name
of each additional Selling Securityholder and relationship, if any, with the
Company and (i) the amount of Notes owned by each additional Selling
Securityholder as of July 1, 1997 (subject to the qualifications set forth
below), (ii) the maximum amount of Notes which may be offered for the account of
such Selling Securityholder as of July 1, 1997 and (iii) the maximum amount of
Common Stock which may be offered for the account of such Selling Securityholder
under the Prospectus.
<TABLE>
<CAPTION>
PRINCIPAL COMMON STOCK
PRINCIPAL AMOUNT AMOUNT OF NOTES OWNED PRIOR TO COMMON STOCK
NAME OF SELLING STOCKHOLDER OF NOTES OWNED OFFERED HEREBY OFFERING (1) OFFERED HEREBY (2)
- --------------------------- ---------------- --------------- ----------------- ------------------
<S> <C> <C> <C> <C>
Aragon Investments Ltd......................... $ 1,000,000 $ 1,000,000 33,670 33,670
Argent Classic Convertible Arbitrage
Fund, L.P...................................... 2,000,000 2,000,000 67,340 67,340
Argent Classic Convertible Arbitrage
Fund (Bermuda) L.P............................. 1,000,000 1,000,000 33,670 33,670
Bankers Trust International PLC................ 10,265,000 10,265,000 345,623 345,623
Donaldson, Lufkin & Jenrette Securities Corp... 3,850,000 3,850,000 129,630 129,630
Armand von Ernst, Berne........................ 250,000 250,000 8,418 8,418
J.P. Morgan & Co. Incorporated................. 1,000,000 1,000,000 196,770 33,670
Montgomery Securities.......................... 1,200,000 1,200,000 40,404(3) 40,404
Shepherd Investments International Ltd......... 1,750,000 1,750,000 58,923 58,923
Stark International............................ 1,750,000 1,750,000 58,923 58,923
Taft Securities L.L.C.......................... 1,000,000 1,000,000 33,670 33,670
----------- ----------- --------- -------
Total....................................... $25,065,000 $25,065,000 1,007,041 843,941
</TABLE>
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(1) Comprises the shares of Common Stock into which the Notes held by such
Selling Securityholder are convertible at the initial conversion rate. The
Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes are subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time.
(2) Assumes conversion into Common Stock of the full amount of Notes held by
the Selling Securityholder at the initial conversion rate and the offering
of such shares by such Selling Securityholder pursuant to this Prospectus.
The Conversion Rate and the number of shares of Common Stock issuable upon
conversion of the Notes is subject to adjustment under certain
circumstances. See "Description of Notes -- Conversion Rights."
Accordingly, the number of shares of Common Stock issuable upon conversion
of the Notes may increase or decrease from time to time. Fractional shares
will not be issued upon conversion of the Notes; rather, cash will be paid
in lieu of fractional shares, if any.
(3) Does not include short position in 12,100 shares Montgomery holds as a
market maker in the Common Stock.
Because the Selling Securityholders may, pursuant to this Prospectus, offer
all or some portion of the Notes and Common Stock the presently hold or, with
respect to Common Stock, have the right to acquire upon conversion of such
Notes, no estimate can be given as to the amount of the Notes and Common Stock
that will be held by the Selling Securityholders upon termination of any such
sales. In addition, the Selling Securityholders identified above may have sold,
transferred or otherwise disposed of all or a portion of their Notes and Common
Stock since the date on which they provided the information regarding their
Notes and Common Stock, in transactions exempt from the registration
requirements of the Securities Act. See "Plan of Distribution."
The Company may from time to time, in accordance with the Registration
Rights Agreement, include additional Selling Securityholders in future
supplements to the Prospectus.
