<PAGE> 1
As filed with the Securities and Exchange Commission
on October 1, 1998
Registration No. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-----------------------------------
PHYSICIAN RELIANCE NETWORK, INC.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
TEXAS
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(State or other jurisdiction of incorporation or organization)
75-2495107
- --------------------------------------------------------------------------------
(I.R.S. employer identification no.)
5420 LBJ FREEWAY, SUITE 900
DALLAS, TX 75240
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(Address of principal executive offices, including zip code)
PHYSICIAN RELIANCE NETWORK, INC.
1993 STOCK OPTION PLAN
- --------------------------------------------------------------------------------
(Full title of the plan)
GEORGE P. MCGINN, JR.
5420 LBJ FREEWAY, SUITE 900
DALLAS, TX 75240
- --------------------------------------------------------------------------------
(Name and address of agent for service)
(972) 392-8700
- --------------------------------------------------------------------------------
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================================
TITLE OF SECURITIES AMOUNT TO BE PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
TO BE REGISTERED REGISTERED OFFERING PRICE PER SHARE(*) AGGREGATE OFFERING PRICE REGISTRATION FEE
=============================================================================================================================
<S> <C> <C> <C> <C>
COMMON STOCK 1,725,598 SHARES $9.8125 $16,932,431 $4,996
AND ASSOCIATED
STOCK PURCHASE RIGHTS
=============================================================================================================================
</TABLE>
(*) Estimated solely for the purpose of determining the amount of the
registration fee in accordance with Rule 457(c) under the Securities Act
based on the average of the high and low price per share of the
Registrant's Common Stock as reported on The Nasdaq Stock Market's National
Market on September 24, 1998.
<PAGE> 2
This Registration Statement is filed pursuant to General Instruction E
of Form S-8 for the purpose of registering additional shares of common stock, no
par value per share (the "Common Stock"), of Physician Reliance Network, Inc., a
Texas corporation (the "Registrant"), issuable pursuant to the Physician
Reliance Network, Inc. 1993 Stock Option Plan. The Registrant's previously filed
Registration Statement on Form S-8 (No. 33-80955), as filed with the Securities
and Exchange Commission (the "Commission") on December 29, 1995, is hereby
incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by the Registrant with the
Commission pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are hereby incorporated by reference:
1. The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 1997;
2. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 1998;
3. The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 1998;
4. The description of the Registrant's Common Stock contained in
the Registration Statement on Form 8-A, dated September 27,
1994, including all amendments and reports filed for the
purpose of updating such description prior to the termination
of the offering of the Common Stock offered hereby; and
5. The description of the Registrant's stock purchase rights
contained in the Registration Statement on Form 8-A, dated
June 3, 1997, including all amendments and reports filed for
the purpose of updating such description prior to the
termination of the offering of the Common Stock offered
hereby.
All documents and reports subsequently filed by the Registrant pursuant
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof
and prior to the filing of a post-effective amendment to this Registration
Statement which indicates that all shares of Common Stock offered hereby have
been sold or which deregisters all shares of Common Stock then remaining unsold
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of filing of such documents. Any statements contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or replaced for purposes hereof to the extent that a
statement contained herein (or in any other subsequently filed document which
also is incorporated or deemed to be incorporated by reference herein) modifies
or replaces such statement. Any statement so modified or replaced shall not be
deemed, except as so modified or replaced, to constitute a part thereof.
Item 8. Exhibits
See Exhibit Index (page II-4)
II-1
<PAGE> 3
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-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 30th day of September,
1998.
PHYSICIAN RELIANCE NETWORK, INC.
By: /s/ John T. Casey
-----------------------------------
John T. Casey
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints John T. Casey, and George P. McGinn, Jr.,
and each of them, his or her true and lawful attorneys-in-fact and agents, with
full power of substitution and resubstitution, for him or her and in his or her
name, place, and stead, in any and all capacities, to sign any and all
amendments to this Registration Statement, and to file the same with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all
intents and purposes as he or she might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or their substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
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.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ John T. Casey Chairman of the Board September 30, 1998
- ------------------------------------ and Chief Executive
John T. Casey Officer (Principal Executive
Officer)
/s/ Michael N. Murdock Executive Vice President and September 30, 1998
- ------------------------------------ Chief Financial Officer
Michael N. Murdock (Principal Financial and
Accounting Officer)
/s/ Joseph S. Bailes, M.D. Director September 30, 1998
- ------------------------------------
Joseph S. Bailes, M.D.
/s/ Nancy G. Brinker Director September 30, 1998
- ------------------------------------
Nancy G. Brinker
/s/ J. Taylor Crandall Director September 30, 1998
- ------------------------------------
J. Taylor Crandall
/s/ Robert W. Daly Director September 30, 1998
- ------------------------------------
Robert W. Daly
</TABLE>
II-2
<PAGE> 4
<TABLE>
<S> <C> <C>
Director
- ------------------------------------
Terrence J. Mulligan
/s/ Boone Powell, Jr. Director September 30, 1998
- ------------------------------------
Boone Powell, Jr.
/s/ Merrick H. Reese, M.D. Director September 30, 1998
- ------------------------------------
Merrick H. Reese, M.D.
/s/ Burton S. Schwartz, M.D. Director September 30, 1998
- ------------------------------------
Burton S. Schwartz, M.D.
</TABLE>
II-3
<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
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<S> <C>
4(a) Articles of Incorporation of the Registrant, as amended
(incorporated herein by reference to Exhibit 3.1 to the
Registrant's Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 1996)
4(b) Bylaws of the Registrant (incorporated herein by reference to
Exhibit 3(2) to the Registrant's Registration Statement on Form
S-1 (Registration No. 33-84436))
4(c) Rights Agreement, dated as of June 2, 1997, between
Physician Reliance Network, Inc. and Harris Trust and
Savings Bank, as Rights Agent, which includes as
exhibits the Form of Rights Certificate and the Summary
of Rights Agreement (incorporated herein by reference to
the Registrant's Current Report on Form 8-K, dated June
5, 1997)
4(d) 1993 Stock Option Plan, as amended
5 Opinion of Bass, Berry & Sims PLC
23(a) Consent of Arthur Andersen, LLP
23(b) Consent of Bass, Berry & Sims PLC (included in Exhibit 5)
24 Power of Attorney (included on Page II-2)
</TABLE>
II-4
<PAGE> 1
EXHIBIT 4(d)
PHYSICIAN RELIANCE NETWORK, INC.
1993 STOCK OPTION PLAN
(As Amended Through May 12, 1998)
1. Purpose. The purpose of the Physician Reliance Network, Inc. 1993
Stock Option Plan (the "Plan") is to advance the growth and prosperity of
Physician Reliance Network, Inc. (the "Company") and its subsidiaries by
providing key employees with an additional incentive to contribute to the best
interests of the Company. Without prejudice to other compensation programs
approved from time to time by the Board of Directors (the "Board") and/or
shareholders of the Company, such additional incentive is to be given key
employees by means of stock options provided for under the Plan. In the
discretion of the Committee hereinafter provided for and the Board, such options
may be "Incentive Stock Options" within the meaning of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code") or "non-statutory" stock
options.
2. Administration of the Plan.
(a) The Plan shall be administered by the Board unless and
until such time as the Board delegates administration to a committee pursuant to
subparagraph 2(c) (the "Committee"). Upon such date as the Company has a class
of equity security registered under Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), the Board shall administer the Plan only
if all of its members are disinterested persons. For the purposes of this
paragraph 2, disinterested person shall mean a person who has not at any time
within one year prior to the date in question participated in the Plan or any
other plan of the Company or any of its subsidiaries entitling the participants
therein to acquire stock or stock options of the Company; provided, however,
that a disinterested person may participate in a plan that meets any of the
exceptions contained in Rule 16b-3(c)(2) as promulgated under the Exchange Act,
as it may be amended from time to time.
(b) The Board shall have the power, subject to, and within,
the limits of the express provisions of the Plan:
i. To determine from time to time which of the
eligible persons shall be granted options under the Plan, the
term of each granted option, the time or times during the term
of each option within which all or portions of each option may
be exercised, whether the options granted shall be Incentive
Stock Options or non-statutory options, and the number of
shares for which each option shall be granted.
ii. To construe and interpret the Plan and options
granted under it, and to establish, amend and revoke rules and
regulations for its administration. The Board, in the exercise
of this power, shall generally determine all questions of
policy and expediency that may arise and may correct any
defect, omission or inconsistency in the Plan or in any option
agreement in a manner and to the extent it shall deem
necessary or expedient to make the Plan fully effective.
<PAGE> 2
iii. To prescribe the terms and provisions of each
option granted (which need not be identical).
iv. To amend the Plan as provided herein.
v. Generally, to exercise such powers and to perform
such acts as are deemed necessary or expedient to promote the
best interests of the Company.
(c) The Board, by resolution, may delegate administration of
the Plan (including, without limitation, the Board's powers under subparagraph
2(b)) to a Committee composed of not less than two (2) members, which committee,
upon such time as the Company has a class of equity security registered under
Section 12 of the Exchange Act, will be constituted so as to permit the Plan to
comply with Rule 16b-3 thereunder. If administration is delegated to a
Committee, the Committee shall have, in connection with the administration of
the Plan, the powers theretofore possessed by the Board, subject, however, to
such constraints, not inconsistent with the provisions of the Plan, as may be
adopted from time to time by the Board. The Board at any time may remove members
from or add members to the Committee or may abolish the Committee and revest in
the Board the administration of the Plan. Vacancies on the Committee, howsoever
caused, shall be filled by the Board.
(d) The interpretation and construction by the Board of any
provisions of the Plan or of any option granted under it shall be final, and the
interpretation or construction by any Committee appointed pursuant to
subparagraph 2(c) of any such provisions or option shall also, unless otherwise
determined by the Board, be final. No member of such Committee or of the Board
shall be liable for any action or determination made in good faith with respect
to the Plan or any option granted under it.
3. Eligible Employees. The Board or the Committee shall determine from
time to time those officers and key employees of the Company and its
subsidiaries to whom options shall be granted and, pursuant to the provisions of
the Plan, the amount thereof and the terms and conditions, including
requirements as to continued employment by the participant, upon which such
options or rights are granted and are exercisable. Directors of the Company who
are not also employees of the Company or its subsidiaries shall not be eligible
to participate in the Plan.
4. The Stock. The stock subject to the option and other provisions of
the Plan shall be shares of the Company's authorized and unissued Common Stock,
or reacquired Common Stock held in the treasury. The total number of shares of
the Company's Common Stock that may be transferred pursuant to the exercise of
stock options under the Plan shall not exceed in the aggregate 5,000,000 shares;
provided, that no person shall be eligible to receive awards pursuant to the
Plan to purchase in excess of 200,000 shares of Common Stock during any one-year
period. Shares subject to options which terminate or expire prior to exercise
shall be available for further option hereunder.
2
<PAGE> 3
Each option granted under this Plan shall be subject to the requirement
that if at any time the Board or the Committee shall determine that the listing,
registration or qualification of the shares subject thereto upon any securities
exchange or under any state or Federal law, or the consent or approval of any
governmental regulatory body is necessary or desirable in connection with the
issue or transfer of shares subject thereto, no such option may be exercised in
whole or in part unless such listing, registration, qualification, consent or
approval shall have been effected or obtained free of any conditions not
acceptable to the Board or the Committee. If required at any time by the Board
or the Committee, an option may not be exercised until the optionee has
delivered an investment letter to the Company containing the representations
that all shares being purchased are being acquired for investment and not with a
view to, or for resale in connection with, any distribution of such shares.
5. Terms and Conditions of Options. All stock options granted pursuant
to the Plan shall be in such form as the Board or the Committee shall from time
to time determine, shall clearly indicate whether such option is an Incentive
Stock Option or a non-statutory stock option, and shall be subject to the
following terms and conditions:
(a) Option Price. The price per share for Common Stock under
each option granted under the Plan shall be determined and fixed by the Board or
the Committee but, in the case of Incentive Stock Options, shall in no event be
less than 100% of the fair market value of the Common Stock on the date of grant
of such option, and, in the case of non-statutory stock options, shall in no
event be less than 85% of the fair market value of the Common Stock on the date
of grant of such option. In the case of the grant of an Incentive Stock Option
to an individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of stock of the Company, such price per
share shall not be less than 110% of the fair market value of the Common Stock
on the date of grant of the option.
(b) Option Period. The period during which an option may be
exercised shall be determined by the Board or the Committee, provided, however,
that in no event shall an Incentive Stock Option be exercisable after the
expiration of 10 years from the date such option was granted; and provided
further that in the case of the grant of an Incentive Stock Option to an
individual who, at the time of the grant, owns more than 10% of the total
combined voting power of all classes of the stock of the Company, in no event
shall such option be exercisable more than five years from the date of the
grant. Options may be made exercisable in installments, and such options or
installments thereof may be exercised in part from time to time after they
become exercisable. The maturity of any installment or installments may be
accelerated at the discretion of the Board or the Committee.
In the event that a participant shall cease to be employed by the
Company or one of its subsidiaries for any reason other than his death, all
options held by him pursuant to the Plan and not previously exercised at the
date of such termination shall terminate immediately and become void and of no
effect; provided, however, that the Board or the Committee shall have the right
to extend the exercise period not in excess of three months following the date
of termination of
3
<PAGE> 4
the participant's employment, subject to the further condition, however, that no
Incentive Stock Option shall be exercisable after the expiration of 10 years
from the date it is granted, and subject to the further condition that in the
case of the grant of an Incentive Stock Option to an individual who, at the time
of the grant, owns more than 10% of the total combined voting power of all
classes of stock of the Company, in no event shall such option be exercisable
more than five years from the date of the grant. Notwithstanding the foregoing,
if the termination is due to disability, or to retirement with the consent of
the Company, such disabled or retiring participant shall have the right to
exercise his options which have not previously been exercised at the date of
such termination of employment at any time within three months after such
termination, subject to the condition that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date it is granted, and
subject to the further condition that in the case of the grant of an Incentive
Stock Option to an individual who, at the time of the grant, owns more than 10%
of the total combined voting power of all classes of stock of the Company, in no
event shall such option be exercisable more than five years from the date of the
grant. Whether termination of employment is due to disability or is to be
considered retirement with the consent of the Company shall be determined by the
Board or the Committee, which determination shall be final and conclusive.
If the participant should die while in the employ of the Company or a
subsidiary of the Company or within a period of three months after the
termination of his employment by retirement and shall not have fully exercised
options granted under the Plan, such options may be exercised in whole or in
part at any time within 12 months after the participant's death by the executors
or administrators of the participant's estate or by any person or persons who
shall have acquired the options directly from the participant by bequest or
inheritance, subject to the condition that no Incentive Stock Option shall be
exercisable after the expiration of 10 years from the date it is granted,
subject to the further condition that in the case of the grant of an Incentive
Stock Option to an individual who, at the time of the grant, owns more than 10%
of the total combined voting power of all classes of stock of the Company, in no
event shall such option be exercisable more than five years from the date of the
grant.
The exercise of an option granted under the Plan shall not affect the
optionee's right or ability to exercise any other option granted under the Plan
or any other stock option plan of the Company or its subsidiaries.
(c) Limitations on Grants. No Incentive Stock Option shall be
granted to any participant under the Plan if the aggregate fair market value (as
of the date the option is granted) of the Common Stock with respect to which
Incentive Stock Options are exercisable for the first time by such participant
during any calendar year (under all such plans of the Company and any subsidiary
of the Company) exceeds $100,000.
(d) Limitations on Disposition. To obtain the tax benefits
associated with Incentive Stock Options, the optionee must make no disposition
of shares acquired pursuant to the
4
<PAGE> 5
exercise of an Incentive Stock Option within two years from the granting of such
Incentive Stock Option or within one year from the date of the exercise of such
Incentive Stock Option.
(e) Holding Period. Upon such time as the Company has a class
of equity security registered under Section 12 of the Exchange Act, in order for
the grant of an option under the Plan to be exempt from Section 16(b) of the
Exchange Act, the optionee must make no disposition of the option (other than
upon exercise) or the shares acquired pursuant to the exercise of the option,
for a period of six months after the date of grant of such option.
6. Payment for Stock. Payment for shares subject to options granted
under the Plan shall be made by the optionee in the form of cash or by means of
unrestricted shares of the Company's Common Stock or any combination thereof.
Payment shall be made upon the exercise of the option. Payment in currency or by
check, bank draft, cashier's check or postal money order shall be considered
payment in cash. In the event of payment in the Company's Common Stock, the
shares used in payment of the purchase price shall be considered payment to the
extent of their fair market value on the date of exercise of the option.
7. Non-Assignability. No option shall be transferable otherwise than by
will or the laws of descent and distribution and an option is exercisable during
the lifetime of the optionee only by him.
8. Adjustment Upon Changes in Stock.
(a) The number of shares of Common Stock available for the
granting of options under the Plan, the maximum number of shares a participant
may be eligible to purchase pursuant to awards under the Plan during a one-year
period, and the number of shares and price per share of Common Stock subject to
outstanding options granted pursuant to the Plan may be adjusted by the Board or
the Committee in an equitable manner to reflect changes in the capitalization of
the Company, including, but not limited to, such changes as result from merger,
consolidation, reorganization, recapitalization, stock dividend, dividend in
property other than cash, stock split, liquidating dividend, combination of
shares, exchange of shares and change in corporate structure. If any adjustment
under this subparagraph 8(a) would create a fractional share of Common Stock or
a right to acquire a fractional share of Common Stock, such fractional share
shall be disregarded and the number of shares available under the Plan and the
number covered under any options granted pursuant to the Plan shall be the next
lower number of shares, rounding all fractions downward.
(b) Notwithstanding the foregoing, in the event of: (1) a
dissolution or liquidation of the Company; (2) a sale of all or substantially
all of the assets of the Company; (3) a merger or share exchange in which the
Company is not the surviving corporation; or (4) other capital reorganization in
which more than fifty percent (50%) of the shares of the Company entitled to
vote are exchanged, any outstanding options hereunder immediately shall be fully
exercisable by an optionee.
5
<PAGE> 6
(c) Any adjustment made by the Board or the Committee under
this paragraph 8 shall be conclusive and binding on all affected persons. No
Incentive Stock Option granted pursuant to the Plan shall be adjusted in a
manner that causes such Incentive Stock Option to fail to continue to qualify as
an Incentive Stock Option within the meaning of Section 422A of the Code.
9. Amendment. The Board from time to time may amend this Plan, but
except as provided above with respect to dilutions or other adjustments or
mergers or share exchanges, or with the approval of the Company's shareholders,
may not (a) increase the aggregate number of shares available for option
hereunder, (b) change the price at which options may be granted, (c) extend the
maximum period during which an option may be exercised, or (d) change the
eligibility requirements for options hereunder. Rights and obligations under any
option granted before amendment of the Plan shall not be altered or impaired by
amendment of the Plan, except with the consent of the person to whom the option
was granted.
10. Fair Market Value of Stock. Whenever pursuant to the terms of the
Plan the fair market value of the Company's Common Stock is required to be
determined as of a particular date, such fair market value shall equal the last
sale price of the Common Stock on the principal exchange on which the Common
Stock is then listed, or if the Common Stock is not then listed on any exchange,
on the National Association of Securities Dealers Automated Quotation National
Market System ("NMS"), or, if price quotations for the Common Stock are not
available on NMS, the mean between the closing bid and asked price of the Common
Stock on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), or if no bid quotation is available on NASDAQ, the fair value
of such Common Stock as determined by the Board, in each case, on the business
day immediately preceding the date on which the determination is made. Fair
market value shall be determined in all cases without regard to any restriction
other than a restriction which, by its terms, will never lapse.
11. No Rights as Shareholder. A participant in the Plan shall have no
rights as a shareholder with respect to any shares covered by his option until
the date of the issuance of a stock certificate to him. No adjustment shall be
made for dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights for which the record date is
prior to the date such stock certificate is issued.
12. Indemnification of Committee. In addition to such other rights of
indemnification as they may have as directors or as members of the Committee,
the members of the Committee shall be indemnified by the Company against the
reasonable expenses, including attorneys' fees actually and necessarily incurred
in connection with the defense of any action, suit or proceeding, or in
connection with any appeal therein, to which they or any of them may be a party
by reason of any action taken or failure to act under or in connection with the
Plan or any option granted thereunder, and against all amounts paid by them in
settlement thereof (provided such settlement is approved by independent legal
counsel selected by the Company) or paid by them in satisfaction of a judgement
in any such action, suit or proceeding, except in relation to matters as to
which
6
<PAGE> 7
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for negligence or misconduct in the performance of his duties;
provided that within 60 days after institution of any such action, suit or
proceeding, the Committee member shall in writing offer the Company the
opportunity, at is own expense, to handle and defend the same.
13. Termination. This Plan shall terminate on November 18, 2003, ten
years from the date on which the Board adopts this Plan, unless sooner
terminated by action of the Board. No option may be granted hereunder after
termination of the Plan, but such termination shall not affect the validity of
any option then outstanding.
14. Shareholder Approval. The Plan shall be subject to approval by the
holders of a majority of the outstanding shares of Common Stock of the Company
present and voting at a meeting of shareholders, which approval must occur
within the period ending 12 months after the date the Plan is adopted by the
Board, provided, however, that options may be granted thereunder when all the
conditions (other than shareholder approval) precedent to the granting of
options under the Plan have been completed by the Company.
7
<PAGE> 1
EXHIBIT 5
B A S S, B E R R Y & S I M S P L C
A PROFESSIONAL LIMITED LIABILITY COMPANY
ATTORNEYS AT LAW
2700 FIRST AMERICAN CENTER 1700 RIVERVIEW TOWER
NASHVILLE, TENNESSEE 37238-2700 POST OFFICE BOX 1509
TELEPHONE (615) 742-6200 KNOXVILLE, TENNESSEE 37901-1509
TELECOPIER (615) 742-6293 TELEPHONE (423) 521-6200
TELECOPIER (423) 521-6234
September 30, 1998
Physician Reliance Network, Inc.
5420 LBJ Freeway, Suite 900
Dallas, Texas 75240
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as your counsel in the preparation of a Registration
Statement on Form S-8 (the "Registration Statement") relating to the Company's
1993 Stock Option Plan, as amended (the "Plan"), filed by you with the
Securities and Exchange Commission covering 1,725,598 additional shares of the
Company's common stock (the "Common Stock") issuable pursuant to the Plan. In so
acting, we have examined and relied upon such records, documents, and other
instruments as in our judgment are necessary or appropriate in order to express
the opinions hereinafter set forth and have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, and
the conformity to the original documents of all documents submitted to us as
certified or photostatic copies.
Based upon the foregoing, we are of the opinion that the Common Stock,
when issued pursuant to and in accordance with the Plan, will be duly and
validly issued, fully paid, and nonassessable.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Bass, Berry & Sims PLC
JJJ/cmw
<PAGE> 1
EXHIBIT 23(a)
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our reports dated
February 6, 1998, included in Physician Reliance Network, Inc.'s Form 10-K for
the year ended December 31, 1997, and to all references to our Firm included in
this registration statement.
/s/ ARTHUR ANDERSEN LLP
Dallas, Texas
September 28, 1998
