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U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
Amendment No. 3
to
FORM 10-SB
General Form For Registration of Securities
of Small Business Issuers Under Section 12(b)
or 12(g) of the Securities Act of 1934
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CLINICOR, INC.
(Name of Small Business Issuer in Its Charter)
NEVADA 88-0309093
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
1717 WEST 6th STREET, SUITE 400, AUSTIN, TEXAS 78703
(Address of Principal Executive Office) (Zip Code)
(512) 344-3300
(Issuer's Telephone Number, Including Area Code)
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Securities to be registered under Section 12(b) of the Act: None
Securities to be registered under Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of Class)
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ITEM 15. FINANCIAL STATEMENTS AND EXHIBITS
(b) Exhibits
2 Not applicable
3(a) Articles of Incorporation, as amended*
3(b) Amended and Restated Bylaws*
4(a) Stock Purchase Agreement dated as of July 15, 1996 between the
registrant and Oracle Partners, L.P., Quasar International Partners,
C.V., Oracle Institutional Partners, L.P. and GSAM Oracle Fund, Inc.*
4(b) Certificate of Amendment of Certificate of Incorporation of the
registrant, incorporated herein by reference to Exhibit 3(a)*
4(c) Amended and Restated Bylaws of the registrant, incorporated herein by
reference to Exhibit 3(b)*
4(d) Terms of Warrants issued by the registrant*
4(e) Registration Rights Agreement effective December 1, 1995 by and among
the registrant and certain individuals and entities*
4(f) Sales Agent Warrant dated May 20, 1996 issued to SJ Capital, Inc.*
4(g) Preemptive Rights Agreement effective February 27, 1995 among the
registrant and Randolph Haag, Russell Armstrong and Irawan Onggara*
4(h) Settlement Agreement dated as of July 8, 1996 between the registrant
and Russell Armstrong, Irawan Onggara and Century Financial Partners,
Inc.*
7 Not applicable
9 Not applicable
10(a) Voting and Pre-Merger Agreement dated February 14, 1995 among the
registrant, Thomas P. O'Donnell, Robert S. Sammis and Steven J. Dell,
M.D.*
10(b) Voting and Pre-Merger Agreement dated February 14, 1995 among the
registrant, Thomas P. O'Donnell, Robert S. Sammis and William M.
Ramsdell, M.D.*
10(c) Voting and Pre-Merger Agreement dated February 14, 1995 among the
registrant, Thomas P. O'Donnell, Robert S. Sammis and David Shulman,
M.D.*
10(d) Sales Agent Agreement effective September 15, 1995 between the
registrant and SJ Capital, Inc.*
______________
*Previously filed.
24
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10(e) Agreement and Plan of Merger effective February 27, 1995 between
Pegasus Tax and Financial Planning Services, Inc., Randolph Haag,
Russell Armstrong, Clinicor, Inc., Robert S. Sammis and Thomas P.
O'Donnell*
10(f) Covenant Not to Compete Agreement effective February 27, 1995 among
the registrant, Thomas P. O'Donnell and Robert S. Sammis*
10(g) Statement Regarding Employee Proprietary Information and Inventions
Agreement dated February 27, 1995 between the registrant and Thomas P.
O'Donnell*
10(h) Statement Regarding Employee Proprietary Information and Inventions
Agreement dated February 27, 1995 between the registrant and Robert S.
Sammis*
10(i) Agreement dated March 5, 1996 between the registrant and Randolph J.
Haag*
10(j) Option Agreement dated March 5, 1996 between the registrant and
Randolph J. Haag*
10(k) Clinicor, Inc. 1995 Employee and Consultant Stock Option Plan*
10(l) Stock Option Agreement dated February 27, 1995 between the registrant
and Thomas P. O'Donnell*
10(m) Stock Option Agreement dated February 27, 1995 between the registrant
and Robert S. Sammis*
10(n) Employment Agreement dated July 15, 1996 between the registrant and
Thomas P. O'Donnell*
10(o) Employment Agreement dated July 15, 1996 between the registrant and
Robert S. Sammis*
10(p) Employment Agreement dated May 1, 1995 between the registrant and
Robert M. Day*
10(q) Unsecured Note dated October 1, 1995 executed by the registrant and
payable to Robert Sammis*
10(r) Unsecured Note dated October 1, 1995 executed by the registrant and
payable to Patricia J. O'Donnell*
10(s) Letter Agreement dated August 21, 1996 between the registrant and
Zola P. Horovitz*
10(t) Lease dated October 23, 1996 between the registrant and Lake Austin
Commons, Ltd.*
14 Not applicable
16 Letter on Change in Certifying Accountant**
21 Not applicable
24 Not applicable
27 Financial Data Schedule*
_________________
*Previously filed.
**Filed herewith.
25
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28 Not applicable
99 Not applicable
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this amendment to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
CLINICOR, INC.
Date 1/21/97 By /s/ Susan M. Georgen-Saad
________________________ _________________________________
Susan M. Georgen-Saad
Vice President, Chief
Financial Officer and Treasurer
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[LETTERHEAD OF BDO SEIDMAN, LLP APPEARS HERE]
EXHIBIT 16
January 17, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Clinicor, Inc. - Registration Statement on Form 10-SB
(No. 000-21721)
Ladies and Gentlemen:
We have reviewed the disclosure to be contained in Item 14 set forth in
Amendment No. 2 to the above-referenced Form 10-SB. We agree with the
statements made by the issuer therein.
Sincerely,
/s/ BDO Seidman, LLP
BDO Seidman, LLP
