<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.
1993 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
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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 2,576,365 $10.9375 $28,178,993 $7,834
====================================================================================================================================
</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
- ------------------------------ Executive Officer and Director
R. Dale Ross
/s/ L. FRED POUNDS Vice President of Finance and June 17, 1999
- ------------------------------ Treasurer
L. Fred Pounds
/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
Sequential
Page
Exhibit No. Description Number*
- ----------- ----------- ----------
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., 1993 Stock Option Plan.
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).
- ---------------
* This information appears only in the manually signed original.
6
<PAGE>
EXHIBIT 4.3
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>
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>
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 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 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 or 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>
the participant's employment, subject to the further condition, however, that
not 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>
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: 91) 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>
(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. Fiar Market Value of Stock. Whenever pursuant to the terms of the Plan
the fair market value of the Company's Common Stock is require 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 determinatin 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 an 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
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it shall be adjusted 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 his 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
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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
2,576,365 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. 1993 Stock Option Plan)
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
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PRICEWATERHOUSECOOPERS LLP
Houston, Texas
June 16, 1999
