<PAGE>
As filed with the Securities and Exchange Commission on June 18, 1999.
REGISTRATION NO. 333-_____
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
US ONCOLOGY, INC.
(formerly American Oncology Resources, Inc.)
(Exact name of Registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Delaware 16825 Northchase Drive, Suite 1300 84-1213501
(State or other jurisdiction Houston, Texas 77060 (I.R.S. Employer
of incorporation or organization) (Address of principal executive offices) Identification No.)
(Zip Code)
</TABLE>
________________________
PHYSICIAN RELIANCE NETWORK, INC.
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
(Full title of the plan)
__________________________
Phillip H. Watts
General Counsel
US Oncology, Inc.
16825 Northchase Drive, Suite 1300
Houston, Texas 77060
(Name and address of agent for service)
(281) 873-2674
(Telephone number, including area code, of agent for service)
_____________________________
Copy to:
Diana M. Hudson
Mayor, Day, Caldwell & Keeton, L.L.P.
700 Louisiana, Suite 1900
Houston, Texas 77002
(713) 225-7100
_____________________________
CALCULATION OF REGISTRATION FEE
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<CAPTION>
<S> <C> <C> <C> <C>
====================================================================================================================================
TITLE OF AMOUNT TO BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $.01 per share 168,784 $10.9375 $1,846,075 $514
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION*
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
* Information required by Part I to be contained in the Section 10(a)
prospectus is omitted from this registration statement (the "Registration
Statement") in accordance with Rule 428 under the Securities Act of 1933,
as amended (the "Securities Act"), and the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Securities and Exchange Commission
are incorporated herein by reference:
(a) The latest annual report on Form 10-K of US Oncology, Inc. (formerly
American Oncology Resources, Inc.) (the "Registrant"), filed on March 24,
1999, as amended by the Registrant's Forms 10-K/A filed on April 30, 1999
and May 7, 1999;
(b) All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), since the
end of the fiscal year covered by the document referred to in (a) above;
and
(c) The description of the Registrant's common stock contained in the
registration statement pursuant to which the Registrant's shares of common
stock were registered under Section 12 of the Exchange Act, and any
amendments or reports filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered hereby have been
sold or which deregisters all securities remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of the
filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
The legality of the common stock offered hereby is being passed upon for
the Registrant by Mayor, Day, Caldwell & Keeton, L.L.P., 700 Louisiana, Suite
1900, Houston, Texas 77002. Richard B. Mayor, of counsel to such law firm, is a
director of the Registrant. Mr. Mayor owns 66,454 shares of Common Stock and has
an option to purchase 51,000 shares of Common Stock at an average exercise price
of $6.80.
<PAGE>
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under Delaware law, a corporation may include provisions in its certificate
of incorporation that will relieve its directors of monetary liability for
breaches of their fiduciary duty to the corporation, except under certain
circumstances, including a breach of the director's duty of loyalty, acts or
omissions of the director not in good faith or which involve intentional
misconduct or a knowing violation of law, the approval of an improper payment of
a dividend or an improper purchase by the corporation of stock or any
transaction from which the director derived an improper personal benefit. The
Registrant's amended and restated certificate of incorporation provides that the
Registrant's directors are not liable to the Registrant or its stockholders for
monetary damages for breach of their fiduciary duty, subject to the described
exceptions specified by Delaware law.
Section 145 of the Delaware General Corporation Law grants to a corporation
the power to indemnify each of its officers and directors against liabilities
and expenses incurred by reason of the fact that he is or was an officer or
director of such corporation if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of such
corporation and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The amended and restated
bylaws of the Registrant provide for indemnification of each officer and
director of the Registrant to the fullest extent permitted by Delaware law.
Section 145 of the Delaware General Corporation Law also empowers a
corporation to purchase and maintain insurance on behalf of any person who is or
was an officer or director of such corporation against liability asserted
against or incurred by him in any such capacity, whether or not such corporation
would have the power to indemnify such officer or director against such
liability under the provisions of Section 145. The Registrant has purchased and
maintains a directors' and officers' liability policy for such purposes.
Insofar as the 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 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 and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
Reference is made to the Exhibit Index which immediately precedes the
exhibits filed with this Registration Statement.
2
<PAGE>
ITEM 9. 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, unless the information required to be
included in a post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 which is incorporated by reference in
this Registration Statement;
(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, unless the information required to be
included in a post-effective amendment is contained in a periodic report
filed by the Registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 which is incorporated by reference in
this Registration Statement; Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar value
of securities offered would not exceed that which was registered) and
any deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective Registration Statement;
(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.
(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.
The undersigned Registrant hereby undertakes that, for the 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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.
See Item 6, "Indemnification of Directors and Officers," for the
undertaking pursuant to Item 512(h) of Regulation S-K.
3
<PAGE>
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 HOUSTON, STATE OF TEXAS, ON JUNE 17, 1999.
US ONCOLOGY, INC.
By: /s/ L. FRED POUNDS
------------------------------------------
L. Fred Pounds
Vice President of Finance and Treasurer
POWER OF ATTORNEY
Each of the undersigned directors and officers of US Oncology, Inc.
does hereby constitute and appoint L. Fred Pounds as the undersigned's true and
lawful attorney-in-fact and agent to do any and all acts and things in the
undersigned's name and behalf in the undersigned's capacities as director and/or
officer, and to execute any and all instruments for the undersigned and in the
undersigned's name in the capacities indicated below which such person or
persons may deem necessary or advisable to enable US Oncology, Inc. to comply
with the Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission in connection with this
Registration Statement, including specifically, but not limited to, power and
authority to sign for the undersigned in the capacities indicated below any and
all amendments (including post-effective amendments) hereto, and the undersigned
does hereby ratify and confirm all that such person or persons shall 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.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. DALE ROSS
- ------------------------------- Chairman of the Board, Chief June 16, 1999
R. Dale Ross Executive Officer and Director
/s/ L. FRED POUNDS
- ------------------------------- Vice President of Finance and June 17, 1999
L. Fred Pounds Treasurer
/s/ NANCY G. BRINKER
- ------------------------------- Director June 16, 1999
Nancy G. Brinker
/s/ RUSSELL L. CARSON
- ------------------------------- Director June 16, 1999
Russell L. Carson
/s/ JOHN T. CASEY
- ------------------------------- Director June 16, 1999
John T. Casey
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. TAYLOR CRANDALL
- ------------------------------- Director June 17, 1999
J. Taylor Crandall
- ------------------------------- Director June __, 1999
James E. Dalton
/s/ ROBERT W. DALY
- ------------------------------- Director June 16, 1999
Robert W. Daly
- ------------------------------- Director June __, 1999
Stephen E. Jones, M.D.
- ------------------------------- Director June __, 1999
Stanley A. Marks, M.D.
/s/ RICHARD B. MAYOR
- ------------------------------- Director June 16, 1999
Richard B. Mayor
- ------------------------------- Director June __, 1999
Robert A. Ortenzio
/s/ BOONE POWELL, JR.
- ------------------------------- Director June 16, 1999
Boone Powell, Jr.
- ------------------------------- Director June __, 1999
Edward E. Rogoff, M.D.
- ------------------------------- Director June __, 1999
Burton S. Schwartz, M.D.
</TABLE>
5
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Sequential
Page
Exhibit No. Description Number*
---------- ----------- ---------------
<C> <S> <C>
4.1 Amended and Restated Certificate of Incorporation of the Registrant -
incorporated by reference from the Registrant's Form 8-K/A filed on
June 17, 1999.
4.2 Amended and Restated Bylaws of the Registrant - incorporated by reference
from the Registrant's Form 8-K/A filed on June 17, 1999.
4.3 Physician Reliance Network, Inc., 1994 Stock Option Plan for Outside
Directors.
5 Opinion of Mayor, Day, Caldwell & Keeton, L.L.P.
23.1 Consent of PricewaterhouseCoopers LLP.
23.3 Consent of Mayor, Day, Caldwell & Keeton, L.L.P. (included in Exhibit 5).
24 Powers of Attorney (included on signature page of this Registration
Statement).
</TABLE>
- -------------------
* This information appears only in the manually signed original.
6
<PAGE>
EXHIBIT 4.3
PHYSICIAN COMPETITIVE RESOURCE CORPORATION
1994 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS
1. Purpose
The purposes of the 1994 Stock Option Plan for Outside Directors (the
"Plan") are to advance the interests of PHYSICIAN COMPETITIVE RESOURCE
CORPORATION (the "Company") and its shareholders by attracting and retaining the
highest quality of experienced persons as Outside Directors (as hereinafter
defined) and to align the interests of the Outside Directors more closely with
the interests of the Company's shareholders.
2. Definitions.
For purposes of the Plan, the following terms shall have the meanings
indicated below:
(a) "Board" shall mean the Board of Directors of the Company.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from
time to time, and any successor thereto.
(c) "Committee" shall mean the members of the Board not eligible to
participate in the Plan.
(d) "Company" shall mean Physician Competitive Resource Corporation, a
corporation organized under the laws of the State of Texas or any
successor corporation.
(e) "Disability" means permanent and total disability within the meaning of
Section 22(e)(3) of the Code, as determined by the Committee.
(f) "Exercise Date" shall mean the date on which the Company receives the
notice of exercise of an Option from an Optionee as set forth in
Section 7(d).
(g) "Fair Market Value" shall mean, as of a given date, (i) the average bid
and asked prices for the Stock on The Nasdaq Stock Market (National
Market) for the last preceding date on which there was a sale of the
Stock, or (ii) if the Stock is not traded on The Nasdaq Stock Market
(National Market), the fair market value of a share of Stock as
determined by the Committee in good faith.
(h) "Option" shall mean an option granted to an Outside Director pursuant
to the Plan.
<PAGE>
(i) "Optionee" shall mean an Outside Director who has been granted an
Option pursuant to the Plan.
(j) "Outside Director" shall mean any member of the Board who has not
served as an employee of the Company at any time during the two-year
period preceding the date on which an Option is granted to such
Optionee.
(k) "Plan" shall mean the 1994 Stock Option Plan for Outside Directors.
(l) "Stock" shall mean the Common Stock of the Company.
3. Administration
The Plan shall be administered by the Committee. The Committee is
authorized to interpret the Plan and may from time to time adopt such rules and
regulations, not inconsistent with the provisions of the Plan, as it may deem
advisable to carry out the Plan; provided, however, that the Committee shall
have no discretion with respect to designating the recipient of an Option, the
number of shares of Stock that are subject to an Option or the per share
exercise price for an Option. All decisions made by the Committee in construing
the provisions of the Plan shall be final.
4. Eligibility
Each Outside Director shall be eligible to participate under the Plan.
5. Stock Subject to the Plan
Subject to adjustment as provided in Paragraph 9, not more than 250,000
shares of Stock may be issued with respect to the Options granted under the
Plan. Such shares that are reserved for issuance under the Plan are authorized
but unissued shares of Stock. Shares of Stock subject to an Option shall, upon
the expiration or termination of such Option to the extent unexercised, again be
available for grant under the Plan.
6. Grant of Options
Options will be awarded under this Plan pursuant to the following formula:
Each person elected as an Outside Director after August 1, 1994 shall receive an
initial one-time option grant for the purchase of 15,000 shares of Stock
(subject to adjustment as provided in Paragraph 9) at the time of such
director's election. In addition, each Outside Director shall receive on the
date of the annual meeting of the Company's shareholders, commencing with the
1995 annual meeting of shareholders, an option grant for the purchase of 2,000
shares of
2
<PAGE>
Stock (subject to adjustment as provided in Paragraph 9), provided such Outside
Director has served as such for at least one year as of the date of the annual
meeting. The exercise price of each Option granted under this Plan shall be the
Fair Market Value on the date of grant.
7. Terms and Conditions of Options
(a) Term
Options shall vest on the first anniversary of the date of grant and
shall be exercisable in whole or part at any time upon fulfillment of
the vesting period. In no event may an Option be exercisable:
(i) Until the Optionee shall have completed at least one year of
continued service as a director of the Company (or by a corporation or
a subsidiary or parent of such corporation issuing or assuming an
option in a transaction to which Section 425(a) of the Code applies)
after the date such Option is granted; or
(ii) For more than ten years from the date of grant.
(iii) Whether an authorized leave of absence shall constitute
termination of service as a director shall be determined by the
Committee. In the event of the death or Disability of an Optionee
during his service as a director, all his unexercised Options shall
immediately become exercisable and may be exercised (by his personal
representative in the event of such death) for a period of three years
following the date of such death or one year following the date of such
Disability, but in no event after the respective expiration dates of
such Options. In the event of the termination of an Optionee's service
as a director for cause, any Options held by him under the Plan not
theretofore exercised shall terminate immediately upon such termination
of service as a director and may not be exercised thereafter. The
Committee in its sole discretion may determine that an Optionee's
service as a director was terminated for cause, if it finds that the
Optionee willfully violated any of the Company's policies on ethical
business conduct or engaged in any activity or conduct during his
service as a director which was inimical to the best interests of the
Company. If an Optionee's service as a director is terminated for any
reason other than by his death or Disability or by the Company for
cause, his Options, to the extent then exercisable, may be exercised
within one year immediately following the date of termination, but in
no event after the respective expiration dates of such Options.
3
<PAGE>
(b) Exercise of Options
An Option shall be exercised by delivering to the Corporate Secretary
of the Company a written notice of exercise in the form prescribed by
the Corporate Secretary for use from time to time. Such notice of
exercise shall indicate the number of shares for which the Option is to
be exercised and shall be accompanied by the full exercise price for
the portion of the Option to be exercised.
(c) Form of Payment
The exercise price may be paid in cash (including certified or
cashier's check, bank draft or money order), Stock which is free and
clear of all liens, claims or other encumbrances by third parties, or a
combination of Stock and cash. The Stock so delivered shall be valued
at the Fair Market as of the Exercise Date. No shares of Stock shall be
issued or delivered until full payment therefor has been made.
(d) Non-Transferability
No Option shall be assignable or transferable by the Optionee, except
by will or pursuant to applicable laws of descent and distribution.
During the life of an Optionee, an Option shall be exercisable only by
such Optionee or such Optionee's legal representative.
(e) No Rights as Shareholders
Neither an Optionee nor an Optionee's legal representative shall have
any rights as shareholders of the Stock unless and until certificates
for shares of Stock are registered in his or her name in satisfaction
of a duly exercised Option.
8. Withholding Taxes
Whenever the Company grants, issues or transfers shares of Stock under the
Plan, the Company shall have the right to require the Optionee to remit to the
Company an amount sufficient to satisfy any federal, state and local withholding
tax requirements prior to the delivery of any certificate for such shares. In
accordance with the requirements of Rule 16b-3(e) under the Securities Exchange
Act of 1934, as amended, an Optionee shall have the right to elect to have the
Company retain sufficient shares of Stock subject to an Option to satisfy any
such withholding tax requirements by giving written notice to the Company: (a)
during the period beginning on the third business day following the public
release of the Company's quarterly or annual summary statements of sales and
earnings and ending on the
4
<PAGE>
twelfth business day following such release or (b) at any other time permitted
under Rule 16b-3. Such election shall be irrevocable by the Optionee to the
extent required under Rule 16b-3(e). The Committee shall have the right, in its
sole discretion, to accept or reject such election. Whether or not the Optionee
makes such an election, the Company shall have the right to retain sufficient
shares of Stock to cover the amount of any tax required by any government to be
withheld or otherwise deducted or paid with respect to the exercise of the
Options; provided, that the Optionee does not deliver to the Company cash and/or
shares of Stock in the amount determined by the Company to be sufficient to
satisfy such tax. The Stock so retained or delivered shall be valued at the Fair
Market Value as of the date of such retention or delivery.
9. Capital Adjustments and Corporate Reorganizations
In the event of any change in the outstanding shares of Stock by reason of
a stock dividend, split or combination, or recapitalization or reclassification,
or reorganization, merger or consolidation, in which the Company is the
surviving corporation or other similar change affecting the Stock, the number of
shares then subject to Options and for which Options may thereafter be granted
and the price per share of Stock payable upon exercise or surrender of such
Options shall be appropriately adjusted by the Committee to reflect such change.
No fractional shares shall be issued as a result of such adjustment. In the
event of a dissolution of the Company or a reorganization, merger or
consolidation in which the Company is not the surviving corporation, the Company
by action of its Board shall either (i) terminate outstanding and unexercised
Options as of the effective date of such dissolution, merger or consolidation by
giving notice to each Optionee of its intention to do so and permitting the
exercise, during the period prior to such effective date to be specified by the
Committee, of all outstanding and unexercised Options or portions thereof;
provided, however, that no Option shall become exercisable hereunder either
after the expiration date thereof or prior to six (6) months from the date of
grant thereof, or (ii) in the case of such reorganization, merger or
consolidation, arrange for an appropriate substitution of shares or other
securities of the corporation with which the Company is reorganized, merged or
consolidated in lieu of the shares which are subject to any outstanding and
unexercised Options.
10. Effective Date and Term of the Plan
The Plan shall be effective as of April 30, 1994, subject to the Plan being
approved by the shareholders. The Board in its discretion may terminate the Plan
at any time with respect to any shares for which Options have not theretofore
been granted. Except with respect to Options then outstanding, if not sooner
forfeited or terminated, the Plan shall terminate upon, and no further Options
shall be granted after, April 30, 2004.
5
<PAGE>
11. Amendments
The Board shall have the right to alter or amend the Plan or any part
thereof from time to time to provide that:
(a) no change in any Option theretofore granted may be made which would
impair the rights of an Optionee without the consent of such Optionee;
(b) Plan provisions may not be amended more than once every (6) six months,
other than to comport with changes in the Code, the Employee Retirement
Income Security Act, or the rules thereunder; and
(c) the Board may not make any alteration or amendment which would
materially increase the benefits accruing to participants under the
Plan, increase the aggregate number of shares of stock which may be
issued pursuant to provisions of the Plan or extend the terms of the
Plan, without the approval of the shareholders of the Company.
6
<PAGE>
EXHIBIT 5
June 16, 1999
US Oncology, Inc.
16825 Northcase Drive, Suite 1300
Houston, Texas 77060
Gentlemen:
We have acted as counsel for US Oncology, Inc., a Delaware corporation (the
"Company"), in connection with the registration and proposed sale of up to
168,784 shares (the "Shares") of the common stock, par value $.01 per share, of
the Company ("Common Stock") that may be sold pursuant to the Physician Reliance
Network, Inc. 1994 Stock Option Plan for Outside Directors (the "Plan"), which
sale will be registered by the Company's Registration Statement on Form S-8,
filed with the Securities and Exchange Commission under the Securities Act of
1933, as amended ("Registration Statement"). In such capacity, we have
familiarized ourselves with the Certificate of Incorporation and Bylaws of the
Company and have examined all statutes and other records, instruments and
documents pertaining to the Company that we have deemed necessary to examine for
the purposes of this opinion.
Based upon our examination as aforesaid, we are of the opinion that:
1. The Company is a corporation duly incorporated, validly existing and in
good standing under the laws of the State of Delaware; and
2. Upon the sale of any Shares for the consideration approved by the
Company's Board of Directors and in accordance with the terms of the
Plan, such Shares will be duly authorized, validly issued, fully paid
and nonassesable shares of the Common Stock.
We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement and to the use
of our name under Item 5, "Interest of Named Experts and Counsel" in the
Registration Statement.
Very truly yours,
/s/ MAYOR, DAY, CALDWELL & KEETON, L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (Physician Reliance Network, Inc. 1994 Stock Option Plan
for Outside Directors) of US Oncology, Inc. of our report dated March 2, 1999
appearing on page 25 of American Oncology Resources, Inc.'s Annual Report on
Form 10-K/A-2 for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
- -------------------------------------
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 16, 1999
