<PAGE>
As filed with the Securities and Exchange Commission on August 25, 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>
________________________
AMERICAN ONCOLOGY RESOURCES, INC.
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(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
<TABLE>
<CAPTION>
====================================================================================================================================
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
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
par value $.01 per share (2) 399,600 $10.56 $4,220,775 $1,174
====================================================================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
(2) Including an equal number of Series A Preferred Stock Purchase Rights
associated with the Common Stock.
================================================================================
<PAGE>
INCORPORATION OF CONTENTS OF EARLIER REGISTRATION STATEMENT BY REFERENCE
The contents of earlier registration statement, file number 333-778, are
incorporated by reference and made a part hereof.
<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 AUGUST 12, 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.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ R. DALE ROSS Chairman of the Board, Chief August 9, 1999
- ------------------------------- Executive Officer and Director
R. Dale Ross
/s/ L. FRED POUNDS Vice President of Finance August 9, 1999
- ------------------------------- and Treasurer
L. Fred Pounds
/s/ NANCY G. BRINKER Director August 9, 1999
- -------------------------------
Nancy G. Brinker
/s/ RUSSELL L. CARSON Director August 9, 1999
- -------------------------------
Russell L. Carson
/s/ JOHN T. CASEY Director August 9, 1999
- -------------------------------
John T. Casey
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ J. TAYLOR CRANDALL
- ------------------------------- Director August 9, 1999
J. Taylor Crandall
/s/ JAMES E. DALTON
- ------------------------------- Director August 9, 1999
James E. Dalton
/s/ ROBERT W. DALY
- ------------------------------- Director August 9, 1999
Robert W. Daly
/s/ STEPHEN E. JONES, M.D.
- ------------------------------- Director August 9, 1999
Stephen E. Jones, M.D.
/s/ STANLEY M. MARKS, M.D.
- ------------------------------- Director August 9, 1999
Stanley M. Marks, M.D.
/s/ RICHARD B. MAYOR
- ------------------------------- Director August 9, 1999
Richard B. Mayor
/s/ ROBERT A. ORTENZIO
- ------------------------------- Director August 9, 1999
Robert A. Ortenzio
/s/ BOONE POWELL, JR.
- ------------------------------- Director August 9, 1999
Boone Powell, Jr.
/s/ EDWARD E. ROGOFF, M.D.
- ------------------------------- Director August 9, 1999
Edward E. Rogoff, M.D.
/s/ BURTON S. SCHWARTZ, M.D.
- ------------------------------- Director August 9, 1999
Burton S. Schwartz, M.D.
</TABLE>
3
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit No. Description
----------- ------------
<C> <S>
4.1 Amended and Restated Certificate of Incorporation of the
Registrant - incorporated by reference from the Registrant's Form
8-K/A1 filed June 17, 1999.
4.2 Amended and Restated By-Laws of the Registrant - incorporated by
reference from the Registrant's Form 8-K/A1 filed June 17, 1999.
4.3 Rights Agreement between the Registrant and American Stock
Transfer & Trust Company - incorporated by reference to Exhibit 4
to Form 8-A of the Registrant filed June 2, 1997.
4.4 American Oncology Resources, Inc., 1993 Non-Employee Director
Stock Option Plan, as amended.
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>
4
<PAGE>
EXHIBIT 4.4
AMERICAN ONCOLOGY RESOURCES, INC.
1993 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN, AS AMENDED
I. PURPOSES
The purposes of this 1993 Non-Employee Director Stock Option Plan (the
"Plan") are (i) to provide additional incentive for securing and retaining
qualified non-employee persons to serve on the Board of Directors of the Company
and (ii) to enhance the future growth of the Company by furthering such persons'
identification with the interests of the Company and its stockholders. It is
intended that Options granted under this Plan will be Non-Qualified Stock
Options.
II. DEFINITIONS
(a) In this Plan, except where the context otherwise indicates, the
following definitions apply:
(1) "Acquisition Transaction" means any transaction or series of
related transactions (including, without limitation, any merger,
consolidation, exchange, purchase or tender offer) pursuant to which
the Company acquires, directly or indirectly, securities, assets or
the business of any person for consideration consisting in whole or in
part Common Stock.
(2) "Affiliate" means any person, directly or indirectly, that
controls, is controlled by or is under common control with the person
or entity specified. For purposes of this definition, "control"
(including with correlative meaning the term "controls" and the
phrases "controlled by" and "under common control with") shall have
the meaning currently ascribed thereto under Section 20 of the
Securities and Exchange Act of 1934, as amended, and the rules and
regulations thereunder.
(3) "Board" means the Board of Directors of the Company.
(4) "Code" means the Internal Revenue Code of 1986, as amended.
(5) "Company" means American Oncology Resources, Inc.
(6) "Designated Beneficiary" means the person designated to be
entitled, on the death of a Participant, to any remaining rights
arising out of a Stock Option.
(7) "Effective Date" means June 28, 1993.
(8) "Fair Market Value" means, with respect to a share of Common
Stock on
<PAGE>
any date herein specified, the average daily Closing Price per share
of Common Stock for the ten (10) consecutive trading days commencing
fifteen (15) trading days before the date in question. The term
"Closing Price" of per share of Common Stock for a day or days shall
mean (i) if the shares of Common Stock are listed or admitted for
trading on a national securities exchange, the last reported sales
price regular way, or, in case no such reported sale takes place on
such day or days, the average of the reported closing bid and asked
prices regular way, in either case on the principal national
securities exchange on which the shares of Common Stock are listed or
admitted for trading, or (ii) if the shares of Common Stock are not
listed or admitted for trading on a national securities exchange, (A)
the last transaction price of the shares of Common Stock on the
National Association of Securities Dealers Automated Quotation System
("NASDAQ") or, in the case no such reported transaction takes place on
such day or days, the average of the reported closing bid and asked
prices thereof quoted on NASDAQ, or (B) if the shares of Common Stock
are not quoted on NASDAQ, the average of the closing bid and asked
prices of the shares of Common Stock in the over-the-counter market,
as reported by The National Quotation Bureau, Inc., or an equivalent
generally accepted reporting service, or (iii) if on any such trading
days the shares of Common Stock are not quoted by any such
organization, the fair market value per share of Common Stock on such
day(s), as determined in good faith by the Board.
(9) "Eligible Director" means a person who as of any applicable
date (i) is a member of the Board, (ii) is not an officer of the
Company or any subsidiary of the Company and (iii) is not a full-time
employee of the Company or any of its subsidiaries.
(10) "Non-Qualified Stock Option" means an option which does not
meet the requirements of Section 422A(b) of the Code.
(11) "Participant" means an Eligible Director who is granted a
Stock Option hereunder.
(12) "Securities Act" means the Securities Act of 1933, as now in
effect or as hereafter amended.
(13) "Share" means a share of Stock that has been previously (i)
authorized but unissued, or (ii) issued and reacquired by the Company.
(14) "Stock" or "Common Stock" means the common stock, $.01 par
value per share, of the Company.
(15) "Stock Option" or "Option" means an option to purchase
Shares.
(16) "Terminate" means cease to be a Director of the Company.
<PAGE>
(17) "Termination of Directorship" means the date upon which any
Participant ceases to be a Director for any reason whatsoever. The
effective date of such Termination of Directorship shall be the actual
date of such termination (by death, disability, retirement,
resignation, non-election or otherwise).
III. GRANTS OF STOCK OPTIONS; OPTION PRICE; VESTING SCHEDULE
(a) Options will be granted only to individuals who are Eligible
Directors of the Company.
(b) On the date of the 1999 annual meeting of stockholders of the
Company, each Eligible Director who is in office after giving effect to the
election of directors at such meeting shall receive, without the exercise of the
discretion of any person or persons, an Option to purchase 15,000 Shares. In
addition, each Eligible Director who is appointed to the Board of Directors at
the first board meeting after the 1999 annual meeting shall receive on the date
of such appointment, without the exercise of the discretion of any person or
persons, an Option to purchase 15,000 Shares.
(c) At the first board meeting following the 1999 annual meeting of
stockholders, each Eligible Director appointed at such meeting to any committee
of the board of directors shall receive, without the exercise of the discretion
of any person or persons, an option to purchase 2,000 shares of Common Stock for
each such committee to which such Eligible Director is appointed.
(d) All Options granted under the Plan shall be at the Option price
set forth in the following subsection (e), shall be subject to adjustment as
provided in Section VII and to the terms and conditions set forth in Section
VIII and shall vest in the manner set forth in the subsection (f) below. All
Options granted under the Plan shall be evidenced by a written option agreement.
(e) The purchase price of Shares issued under each Option shall be the
Fair Market Value of Shares subject to the Option on the date the Option is
granted.
(f) Except to the extent otherwise provided herein, each Option
granted under this Article III above shall vest and be exercisable as to all of
the Shares covered thereby four months after the effective date of the grant of
such Option.
IV. ADMINISTRATION
(a) The Plan shall be administered by the Board or by a duly appointed
committee of the Board having such powers as shall be specified by the Board.
Any subsequent references herein to the Board shall also mean the committee if
such committee has been appointed and,
<PAGE>
unless the powers of the committee have been specifically limited, the committee
shall have all of the powers of the Board granted herein, including, without
limitation, the power to terminate or amend the Plan at any time, subject to the
terms of the Plan and any applicable limitations imposed by law. All questions
of interpretation of the Plan, the eligibility of members of the Board or of
interpretation of any Options shall be determined by the Board, and such
determinations shall be final and binding upon all persons having an interest in
the Plan or any Option.
(b) The Board may, in its discretion, delegate duties to an officer or
employee or a committee composed of officers or employees of the Company, but it
may not delegate its authority to apply and interpret this Plan.
V. TERM
The term of this Plan commences on the Effective Date and terminates
on the tenth anniversary of the Effective Date. This Plan shall remain in
effect for the purposes of administration of any Option granted pursuant to its
provisions and no such Option granted during the term of this Plan shall be
adversely affected by the termination of the Plan.
VI. SHARES RESERVED; OPTIONS GRANTABLE AND EXERCISABLE
(a) Subject to adjustments as provided in Section VII hereof, a total
of 600,000 Shares shall be subject to the Plan. The Shares subject to the Plan
shall be and are hereby reserved for sale for such purposes. Any of the Shares
which remain unsold and which are not subject to outstanding Options at the
termination of the Plan shall cease to be reserved for the purposes of the Plan.
Should any Option expire or be canceled prior to its exercise in full, the
Shares theretofore subject to such Option may again be subjected to an Option
under the Plan.
(b) As to a Participant, an Option ceases to be exercisable, as to any
Share, when the Participant purchases the Share or when the Option lapses.
VII. ADJUSTMENTS
(a) The existence of outstanding Stock Options shall not affect in any
way the right or power of the Company or its stockholders to make or authorize
any or all adjustments, recapitalizations, reorganizations or other changes in
the Company's capital structure or its business, or any merger or consolidation
of the Company, or any issue of bonds, debentures, preferred or prior preference
stock ahead of, or affecting, the Common Stock or the rights thereof, or the
dissolution or liquidation of the Company, or any sale or transfer of all or any
part of its assets or business, or any other corporate act or proceeding,
whether of a similar character or otherwise.
<PAGE>
(b) If the Company shall effect a subdivision or consolidation of
shares or other capital readjustment, the payment of a stock dividend, or other
increase or reduction of the number of shares of Common Stock outstanding,
without receiving compensation therefor in money, services or property, then (a)
the number and per share price of shares of Common Stock to be granted pursuant
to annual grants in subsection III(a) hereof shall be appropriately adjusted in
such a manner as to entitle a Participant to receive options to purchase the
same total number of shares as he would have received had he or she been granted
such option immediately prior to the event requiring the adjustment; (b) the
number and per share price of shares of Common Stock subject to outstanding
Stock Options hereunder shall be appropriately adjusted in such a manner as to
entitle a Participant to receive upon exercise of a Stock Option, for the same
aggregate cash consideration, the same total number of shares as he would have
received had he or she exercised his or her Stock Option in full immediately
prior to the event requiring the adjustment; and (c) the number of shares then
reserved for issuance under the Plan shall be adjusted by substituting for the
total number of shares of Common Stock then reserved that number of shares of
Common Stock that would have been received by the owner of an equal number of
outstanding shares of Common Stock as the result of the event requiring the
adjustment.
(c) After a merger of one or more corporations into the Company or
after a consolidation of the Company and one or more corporations in which the
Company is the surviving corporation, each holder of an outstanding Stock
Option, upon exercise of such Stock Option, shall be entitled to receive (at no
additional cost but subject to any required action by stockholders) in lieu of
the number of shares of Common Stock with respect to which such Stock Option is
exercisable, the number of shares of stock (or other securities or
consideration) to which such holder would have been entitled pursuant to the
terms of the agreement of merger or consolidation if, immediately prior to such
merger or consolidation, such holder had been the holder of record of the same
number of shares of Common Stock which he or she would have otherwise received
upon exercise of such Stock Option.
(d) If the Company is merged into or consolidated with another
corporation under circumstances where the Company is not the surviving
corporation, or if the Company is liquidated, or sells or otherwise disposes of
substantially all its assets to another corporation while unexercised Stock
Options remain outstanding under the Plan, (i) subject to the provisions of
clause (iii) below, after the effective date of such merger, consolidation,
liquidation, or sale, as the case may be, each holder of an outstanding Stock
Option shall be entitled, upon exercise of such Stock Option, to receive at no
additional cost, in lieu of shares of Common Stock, shares of such stock (or
other securities or consideration) as the holders of shares of Common Stock
received pursuant to the terms of the merger, consolidation, liquidation, or
sale; (ii) any limitations set forth in or imposed pursuant to either Section
III (c) or Section VIII hereof shall automatically lapse so that all Stock
Options, from and after a thirty (30) day period preceding the effective date of
such merger, consolidation, liquidation or sale, as the case may be, shall be
exercisable in full; and (iii) all outstanding Stock Options may be canceled by
the Board as of the
<PAGE>
effective date of any such merger, consolidation, liquidation or sale provided
that (a) notice of such cancellation shall be given to each holder of a Stock
Option, and (b) each holder of a Stock Option shall have the right to exercise
such Stock Option in full (without regard to any limitations set forth in or
imposed pursuant to either Section III (c) or Section VIII hereof) during a
thirty (30) day period preceding the effective date of such merger,
consolidation, liquidation, or sale. In the event any acceleration of vesting
provided by clause (ii) or (iii) above would result in imposition of the excise
tax imposed by Section 4999 of the Code, a Participant may elect to waive such
acceleration with respect to such number of shares subject to unvested Stock
Options as the Participant shall designate.
(e) Except as expressly provided herein, the issue by the Company of
shares of stock of any class, or securities convertible into shares of stock of
any class, for cash, property, labor, or services, either upon direct sale,
exercise of rights or warrants to subscribe therefor, or conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, the number, class or price of shares of Common Stock then subject to
outstanding Stock Options.
VIII. TERMS AND CONDITIONS OF STOCK OPTIONS
(a) During the Participant's life, the Stock Option is exercisable
only by the Participant or by his or her guardian or legal representative.
(b) A Stock Option under this Plan is not assignable or transferable,
except by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order (as defined in the Code), and is not subject,
in whole or in part, to attachment, execution or levy of any kind.
(c) Any Stock Option or portion thereof that is exercisable shall be
exercisable for the full amount or for any part thereof.
(d) Stock Options shall be exercised by the delivery of written notice
to the Company setting forth the number of shares of Common Stock with respect
to which the Stock Option is to be exercised and, subject to the subsequent
provisions hereof, the address to which the certificates representing shares of
the Common Stock issuable upon the exercise of such Stock Option shall be
mailed. In order to be effective, such written notice shall be accompanied at
the time of its delivery to the Company by payment of the exercise price of such
shares of Common Stock, which payment shall be made in cash or by check, bank
draft, or postal or express money order payable to the order of the Company in
an amount (in United States dollars) equal to the exercise price of such shares
of Common Stock. Such notice shall be delivered in person to the Secretary of
the Company, or shall be sent by registered mail, return receipt requested, to
the Secretary of the Company, in which case, delivery shall be deemed made on
the date such notice is deposited in the mail. Whenever shares of Common Stock
are to be issued or delivered
<PAGE>
pursuant to the Plan, the Company shall require the Participant to remit to the
Company an amount sufficient to satisfy federal, state, and local withholding
tax requirements prior to the delivery of any certificate or certificates for
such shares, which payment may be made in the manner set forth above or in the
manner permitted by clause (e) below.
(e) Alternatively, payment of the exercise price may be made, in whole
or in part, by delivery of shares of Common Stock previously issued to the
Participant. Unless otherwise permitted by the Board, payment of the exercise
price with shares of Common Stock shall be made only with shares owned by the
Participant for at least six (6) months. If payment is made in whole or in part
in shares of Common Stock owned by the Participant, then the Participant shall
deliver to the Company, in payment of the option price of the shares of Common
Stock with respect to which such Stock Option is exercised, (i) certificates
registered in the name of such Participant representing a number of shares of
Common Stock legally and beneficially owned by such Participant, free of all
liens, claims and encumbrances of every kind and having a Fair Market Value as
of the date of delivery of such notice that is not greater than the exercise
price of the shares of Common Stock with respect to which such Stock Option is
to be exercised, such certificates to be accompanied by stock powers duly
endorsed in blank by the record holder of the shares represented by such
certificates; and (ii), if the exercise price of the shares of Common Stock with
respect to which such Stock Option is to be exercised exceeds such Fair Market
Value, cash or a check, bank draft, or postal or express money order payable to
the order of the Company in an amount (in United States dollars) equal to the
amount of such excess.
(f) Stock Options granted to any Participant under this Plan shall be
subject to the following conditions:
(1) The price per share shall be as set forth in Section III.
(2) Each Stock Option shall have a term of ten (10) years from the
date such Stock Option is granted and shall vest and become exercisable as
set forth in Section III.
(3) A Stock Option shall lapse in the following situations:
(i) If a Termination of Directorship shall occur with
respect to any Participant, for any reason other than death, no
further vesting shall occur and the Participant shall be entitled to
exercise his or her rights with respect to the portion of the Option
vested as of the date of such event until a date that is three (3)
months after the date of such Termination of Directorship, unless any
of such Options shall have terminated earlier under their terms or
under other provisions of this Plan.
(ii) If a Termination of Directorship shall occur with
respect to any
<PAGE>
Participant by reason of the death of such Participant, and if any
Stock Option granted to such Participant was in effect at the time of
the Participant's death, all unexercised Stock Options, if any, shall
vest and become immediately exercisable and may be exercised until the
expiration of one (1) year from the date of death of the Participant
or until the expiration of the term of the Stock Option, whichever is
earlier. Such Stock Option may be exercised by the Designated
Beneficiary of the deceased Participant, subject to all other
provisions of the Plan.
IX. POWER TO AMEND
The Board of Directors may modify, revise or terminate this Plan at
any time and from time to time; provided, however, that the Plan shall not be
amended more than once every six (6) months, other than to comport with changes
in the Code, or the regulations thereunder, or the Employee Retirement Income
Security Act of 1974, as amended, or the regulations hereunder; and provided,
further, that without the approval of the holders of at least a majority of the
securities of the Company present or represented, and entitled to vote at a
meeting duly held in accordance with the laws of the State of Delaware, the
Board of Directors may not (i) materially increase the benefits accruing to
participants under the Plan; (ii) change the aggregate number of Shares which
may be issued under Options pursuant to the provisions of the Plan; (iii) reduce
the Option price at which Options have been granted; or (iv) change the class of
persons eligible to receive Options. However, no termination or amendment of
the Plan may, without the consent of the holder of any Option then outstanding
adversely affect the rights of such holder under the Option.
X. EXERCISE OF OPTIONS; REGISTRATION
The Company shall not be required to sell or issue any shares of
Common Stock under any Stock Option if the issuance of such shares shall
constitute a violation by the Participant or the Company of any provision of any
law, statute, or regulation of any governmental authority whether it be Federal
or State. Specifically, in connection with the Securities Act, upon exercise of
any Stock Option, unless a registration statement under the Securities Act is in
effect with respect to the shares of Common Stock covered by such Stock Option,
the Company shall not be required to issue such shares unless the Board has
received evidence satisfactory to it to the effect that the holder of such Stock
Option is acquiring such shares of Common Stock for investment and not with a
view to the distribution thereof, and that such shares of Common Stock may
otherwise be issued without registration under the Securities Act or State
securities laws. Any determination in this connection by the Board shall be
final, binding and conclusive. The Company may, but shall in no event be
obligated to, register any securities covered hereby pursuant to the Securities
Act. The Company shall not be obligated to take any affirmative action in order
to cause the exercise of a Stock Option, or the issuance of shares pursuant
thereto, to comply with any law or regulation of any governmental authority.
<PAGE>
XI. SHAREHOLDER APPROVAL
Notwithstanding any other provisions of the Plan, in order for the
Plan to continue as effective, on or before the date which occurs twelve (12)
months after the date the Plan is adopted by the Board, the Plan must be
approved by the holders of at least a majority of the outstanding stock (unless
applicable state law or the Company's charter or by-laws require a greater
number) of the Company entitled to vote thereon voting in person, or by proxy,
at a duly held stockholders' meeting, and no shares of Common Stock shall be
issued under the Plan until such approval has been secured.
XII. INTERPRETATIONS
The provisions of the Plan shall be construed, administered, and
governed by the laws of the State of Texas, without giving effect to principles
of conflicts of laws, and, to the extent applicable, the laws of the United
States.
XIII. GOVERNMENT REGULATIONS
The Plan, the granting and exercise of Stock Options thereunder, and
the obligation of the Company to sell and deliver Shares under such Stock
Options, shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.
<PAGE>
[Mayor, Day, Caldwell & Keeton, L.L.P. Letterhead]
August 18, 1999
US Oncology, Inc.
16825 Northchase 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
399,600 shares (the "Shares") of the common stock, par value $.01 per share, of
the Company ("Common Stock") that may be sold pursuant to the American Oncology
Resources, Inc. 1993 Non-Employee Director Stock Option Plan, as amended (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 nonassessable 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 (American Oncology Resources, Inc. 1993 Non-Employee
Director Stock Option Plan) of US Oncology, Inc. of our report dated March 2,
1999, except for paragraph 2 of Note 1 which is as of June 15, 1999, appearing
on page 3 of US Oncology, Inc.'s Report for the year ended December 31, 1998 as
filed on Form 8-K/A filed August 16, 1999.
/s/ PricewaterhouseCoopers LLP
- -----------------------------------
PRICEWATERHOUSECOOPERS LLP
Houston, Texas
August 23, 1999
