As filed with the Securities and Exchange Commission on November 5,
1996. Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
Physicians Resource Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware 76-0456864
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
Three Lincoln Centre
5430 LBJ Freeway
Suite 1540
Dallas, Texas 75240
(Address of principal (Zip Code)
executive offices)
PHYSICIANS RESOURCE GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
Emmett E. Moore
Chief Executive Officer
Three Lincoln Centre
5430 LBJ Freeway
Suite 1540
Dallas, Texas 75240
(972) 982-8200
(Name, Address, including zip code and telephone
number, including area code, of agent of service)
___________________________
COPIES TO:
RICHARD J. D'AMICO JAMES S. RYAN, III
Physicians Resource Group, Jackson & Walker, L.L.P.
Inc. 901 Main Street, Suite 6000
Three Lincoln Centre Dallas, Texas 75202
5430 LBJ Freeway
Suite 1540
Dallas, Texas 75240
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES
PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
<PAGE>
<TABLE>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount to be Maximum Maximum Amount of
to be Registered Offering Aggregate Registration
Registered Price Per Offering Fee
Share(1) Price (1)
<S> <C> <C> <C> <C>
Common
Stock, 1,000,000 $26.50 $26,500,000 $8,030.30
$.01 par shares
value
</TABLE>
(1) Estimated solely for the purpose of calculating the registration
fee. Pursuant to Rule 457(h)(1) and Rule 457(c), the offering
price and registration fee are computed on the basis of the
average high and low prices of the Common Stock as listed on the
New York Stock Exchange on October 29, 1996.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents, which have been filed with the Commission
by the Company, are incorporated herein by reference and made a part
hereof: (i) Annual Report on Form 10-K for the year ended December
31, 1995 (as amended by Annual Report on Form 10-K/A filed on April
30, 1996); (ii) Current Report on Form 8-K dated February 14, 1996 (as
amended by Current Report on Form 8-K/A filed on April 12, 1996);
(iii) Current Report on Form 8-K dated March 18, 1996; (iv) Current
Report on Form 8-K dated March 18, 1996; (v) Quarterly Report on Form
10-Q for the quarter ended March 31, 1996; (vi) Current Report on Form
8-K dated April 18, 1996 (as amended by Current Report on Form 8-K/A
filed on May 10, 1996); (vii) Quarterly Report on Form 10-Q for the
quarter ended June 30, 1996; (viii) Current Report on Form 8-K dated
June 30, 1996 (as amended by Current Report on Form 8-K/A filed on
July 17, 1996); (ix) Current Report on Form 8-K dated August 13, 1996;
(x) Current Report on Form 8-K dated August 30, 1996 (as amended by
Current Report on Form 8-K/A filed on September 24, 1996); (xi)
Current Report on Form 8-K dated October 7, 1996 (as amended by
Current Report on Form 8-K/A filed on October 30, 1996); (xii) Current
Report on Form 8-K dated October 9, 1996 (as amended by Current Report
on Form 8-K/A filed on October 30, 1996); (xiii) Registration
Statement on Form 8-A (No. 1-13778), effective as of June 16, 1995 and
(xiv) Registration Statement on Form 8-A (No. 1-13778) dated April 18,
1996 (relating to rights to purchase shares of the Preferred Stock of
the Company), and any amendments filed thereto.
All documents filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated herein by reference and to be a part hereof
from the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
<PAGE>
Item 6. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law empowers a
corporation to indemnify its directors and officers or former
directors or officers and to purchase insurance with respect to
liability arising out of their capacity or status as directors and
officers. Such law provides further that the indemnification
permitted thereunder shall not be deemed exclusive of any other rights
to which the directors and officers may be entitled under the
corporation's certificate of incorporation, bylaws, any agreement or
otherwise.
Reference is made to Articles Ten and Eleven of the Company's
Restated Certificate of Incorporation, which provides for
indemnification of directors and officers and the limitation of
liability of directors, respectively.
Reference is made to Article VII, Section 8 of the Company's Third
Amended and Restated Bylaws, which provide for indemnification of
directors and officers.
In addition, the Company has entered into Indemnity Agreements
with certain of its directors and executive officers.
The Company has procured insurance that purports (i) to insure it
against certain costs of indemnification that may be incurred by it
pursuant to the provisions referred to above or otherwise and (ii) to
insure the directors and officers of the Company against certain
liabilities incurred by them in the discharge of their functions as
directors and officers except for liabilities arising from their own
malfeasance.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers or
c o ntrolling persons of the Company pursuant to the foregoing
provisions, the Company 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 of 1933, as amended,
and is therefore unenforceable.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated
herein by reference.
Exhibit No. Description of Exhibit
4.1 Restated Certificate of Incorporation of Physicians Resource
Group, Inc.(1)
<PAGE>
4.2 Certificate of Designations, Preferences, Rights and
Limitations of Class A Preferred Stock of Physicians
Resource Group, Inc.(1)
4.3 Third Amended and Restated Bylaws of Physicians Resource
Group, Inc.(2)
4.4 Form of Warrant Certificate.(1)
4.5 Rights Agreement dated as of April 19, 1996 between
P h y sicians Resource Group, Inc. and Chemical Mellon
Shareholder Services.(4)
4.6 Form of certificate evidencing ownership of Common Stock of
Physicians Resource Group, Inc.(1)
5 Opinion of Jackson & Walker, L.L.P.(3)
15 None.
23.1 Consent of Arthur Andersen LLP.(3)
23.2 Consent of Coopers & Lybrand LLP.(3)
23.3 Consent of Ernst & Young LLP (Orlando).(3)
23.4 Consent of Ernst & Young LLP (Atlanta).(3)
23.5 Consent of Wallingford, McDonald, Fox & Co., P.C.(3)
23.6 Consent of Jackson & Walker, L.L.P. (contained in Exhibit 5
filed herewith).
24 Power of Attorney (contained on the signature page of this
Registration Statement).
99 Physicians Resource Group, Inc. Employee Stock Purchase Plan.
(3)
(1) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 (No. 33-91440) and incorporated herein by
reference.
(2) Previously filed as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated
herein by reference.
(3) Filed herewith.
(4) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-3852) and incorporated herein by
reference.
<PAGE>
Item 9. Undertakings.
(a) The Company 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;
(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. 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
r e flected 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 this Registration Statement or any material change to
such information in this Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)
do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in
periodic reports filed by the Company pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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.
<PAGE>
(b) The Company hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Company's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act), that is incorporated by reference in this 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or
otherwise, the Company has been advised that in the opinion of the
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 Company of expenses incurred or paid by a director,
officer or controlling person of the Company 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 Company 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.
POWER OF ATTORNEY
Each person whose signature appears below authorizes Emmett E.
Moore, Richard M. Owen and Richard J. D'Amico, and each of them, each
of whom may act without joinder of the other, to execute in the name
of each such person who is then an officer or director of the
Registrant, and to file any amendments to this Registration Statement
necessary or advisable to enable the Registrant to comply with the
Securities Act of 1933, as amended, and any rules, regulations and
requirements of the Securities and Exchange Commission, in respect
thereof, in connection with the registration of the securities which
are the subject of this Registration Statement, which amendments may
make such changes to such Registration Statement as such attorney may
deem appropriate.
<PAGE>
SIGNATURE PAGE
Pursuant to the requirements of the Securities Act of 1933, as
amended, Physicians Resource Group, Inc. certifies that it has
reasonable grounds to believe that it meets all of the requirements
for filing on Form S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on November 5,
1996.
PHYSICIANS RESOURCE GROUP, INC.
By: /s/ Richard J. D'Amico
Richard J. D'Amico
Senior Vice President
General Counsel
and Secretary
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities indicated and on November 5, 1996.
<TABLE>
Signatures Title
<S> <C>
/s/ Emmett E. Moore Chairman of the
Emmett E. Moore Board of Directors,
Chief Executive
Officer and
President
(Principal Executive
Officer)
/s/ Richard M. Owen Senior Vice
Richard M. Owen President,
Chief Financial
Officer and Director
(Principal Financial
Officer)
/s/ John N. Bingham Vice President,
John N. Bingham Controller and Chief
Accounting Officer
(Principal Accounting
Officer)
/s/ Alan C. Baum Director
Alan C. Baum, M.D.
/s/ Lucius E. Burch, III Director
Lucius E. Burch, III
/s/ Joe E. Ellis, O.D. Director
Joe E. Ellis, O.D.
/s/ Charles D. Fritch, M.D. Director
Charles D. Fritch, M.D.
/s/ Richard A. Gilleland Director
Richard A. Gilleland
/s/ Bruce E. Herron Director
Bruce E. Herron, M.D.
/s/ James E. McDonald, II Director
James E. McDonald, II, M.D.
/s/ David Meyer Director
David Meyer, M.D.
<PAGE>
Director
Joseph C. Noreika, M.D.
/s/ James W. Rayner Director
James W. Rayner, M.D.
/s/ David M. Schneider Director
David M. Schneider, M.D.
/s/ Paul M. Shimoff Director
Paul M. Shimoff
/s/ Ronald L. Stanfa Director
Ronald L. Stanfa
/s/ P. Harold Wallar Director
P. Harold Wallar, M.D.
/s/ Kenneth C. Westfield Director
Kenneth C. Westfield, M.D.
</TABLE>
<PAGE>
<TABLE>
INDEX TO EXHIBITS
Exhibit
Number Description of Exhibit
<S> <C>
4.1 Restated Certificate of Incorporation of Physicians
Resource Group, Inc.(1)
4.2 Certificate of Designations, Preferences, Rights and
Limitations of Class A Preferred Stock of Physicians
Resource Group, Inc.(1)
4.3 Third Amended and Restated Bylaws of Physicians
Resource Group, Inc.(2)
4.4 Form of Warrant Certificate.(1)
4.5 Rights Agreement dated as of April 19, 1996 between
Physicians Resource Group, Inc. and Chemical Mellon
Shareholder Services.(4)
4.6 Form of certificate evidencing ownership of Common
Stock of Physicians Resource Group, Inc.(1)
5 Opinion of Jackson & Walker, L.L.P.(3)
15 None.
23.1 Consent of Arthur Andersen LLP.(3)
23.2 Consent of Coopers & Lybrand LLP.(3)
23.3 Consent of Ernst & Young LLP (Orlando).(3)
23.4 Consent of Ernst & Young LLP (Atlanta).(3)
23.5 Consent of Wallingford, McDonald, Fox & Co., P.C.(3)
23.6 Consent of Jackson & Walker, L.L.P. (contained in Exhibit 5
filed herewith).
24 Power of Attorney (contained on the signature page of
this Registration Statement).
99 Physicians Resource Group, Inc. Employee Stock Purchase
Plan (3)
</TABLE>
<PAGE>
(1) Previously filed as an Exhibit to the Company's Registration
Statement on Form S-1 (No. 33-91440) and incorporated herein by
reference.
(2) Previously filed as an Exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1995 and incorporated
herein by reference.
(3) Filed herewith.
(4) Previously filed as an exhibit to the Company's Registration
Statement on Form S-1 (No. 333-3852) and incorporated herein by
reference.
Exhibit 5
November 4, 1996
Physicians Resource Group, Inc.
Three Lincoln Centre
5430 LBJ Freeway
Suite 1540
Dallas, Texas 75240
Re: Registration Statement on Form S-8 of Physicians Resource
Group, Inc.
Gentlemen:
We are acting as counsel for Physicians Resource Group, Inc., a
Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"),
of the offering and sale of up to 1,000,000 shares of the Company's
Common Stock, par value $0.01 per share (the "Shares"), from time to
time to eligible persons pursuant to the provisions of the Physicians
Resource Group, Inc. Employee Stock Purchase Plan (the "Plan"). A
Registration Statement on Form S-8 covering the offering and sale of
the Shares (the "Registration Statement") is expected to be filed with
the Securities and Exchange Commission on or about the date hereof.
In reaching the conclusions expressed in this opinion we have
examined and relied on such documents, corporate records and other
instruments, including certificates of public officials and
certificates of officers of the Company, and made such further
investigation and inquiry as we have deemed necessary to reach the
opinions expressed herein. In making the foregoing examinations, we
have assumed the genuineness of all signatures on original documents,
the authenticity, accuracy and completeness of all documents submitted
to us as originals and the conformity to original documents of all
copies submitted to us.
Based solely upon the foregoing, subject to the comments and
exceptions hereinafter stated, it is our opinion that the Shares, when
sold by the Company in accordance with the terms of the Plan, will be
validly and legally issued, fully paid and nonassessable.
<PAGE>
We express no opinion as to the laws of any jurisdiction other
than the laws of the State of Texas, the federal laws of the United
States of America and, solely with respect to matters of corporate
law, the laws of the State of Delaware. You should be aware that we
are not admitted to practice law in the State of Delaware.
Accordingly, any opinion herein as to the laws of the State of
Delaware is based solely upon the latest generally available
compilation of the statutes and case law of such state.
We hereby consent to the use of this opinion as an Exhibit to the
Registration Statement. In giving this consent, we do not admit that
we come within the category of persons whose consent is required under
Section 7 of the Act or the rules and regulations of the Commission
promulgated thereunder.
Very truly yours,
/s/ Jackson & Walker, L.L.P.
Exhibit 99
PHYSICIANS RESOURCE GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
1. Purpose. The purpose of the Plan is to provide employees of
the Company and its Designated Subsidiaries with an opportunity to
purchase Common Stock of the Company through accumulated payroll
withholding amounts. It is the intention of the Company that the Plan
qualify as an "Employee Stock Purchase Plan" within the meaning of
Code Section 423, and the provisions of the Plan shall be construed in
a manner consistent with the requirements of Code Section 423.
2. Definitions.
(a) "Agent" shall have the meaning set forth in paragraph
11(c).
(b) "Base Pay" shall mean the regular straight-time and
overtime compensation received by an Employee from the Company
and its Designated Subsidiaries for personal services rendered by
the Employee, excluding payments for incentive compensation,
bonuses and other special payments.
(c) "Board" shall mean the Company's Board of Directors.
(d) "Code" shall mean the Internal Revenue Code of 1986, as
amended.
(e) "Commencement Date" shall mean the first day of each
Offering Period on which the New York Stock Exchange is open for
trading.
(f) "Common Stock" shall mean the Company's common stock,
par value $.01 per share.
(g) "Company" shall mean Physicians Resource Group, Inc., a
Delaware corporation.
(h) "Committee" shall have the meaning set forth in
paragraph 11(a).
(i) "Continuous Status as an Employee" shall mean the
absence of any interruption or termination of service as an
Employee. Continuous Status as an Employee shall not be
considered interrupted in the case of absence due to vacation or
sick leave in accordance with the Company's policies or leave
agreed to in writing by the Company, provided that such leave is
for a period of not more than 90 days or reemployment upon the
expiration of such leave is guaranteed by contract or statute.
(j) "Custodian" shall mean the person or entity designated
by the Committee or Plan Administrator pursuant to paragraph
11(b).
(k) "Designated Subsidiary" shall mean each Subsidiary that
has been designated by the Company's Chief Executive Officer as
eligible to become a participating employer in the Plan.
<PAGE>
(l) "Effective Date" shall mean January 1, 1997.
(m) "Employee" shall mean any person who is regularly
employed by the Company or a Designated Subsidiary, provided that
no independent contractor shall be considered an "Employee" for
purposes of the Plan.
(n) "Exercise Date" shall mean the last day of each
Offering Period on which the New York Stock Exchange is open for
trading.
(o) "Fair Market Value" shall mean, on any date, the
closing price per share of the Common Stock on the New York Stock
Exchange on such date.
(p) "Offering Period" shall mean each 12 consecutive month
period during the continuation of the Plan commencing on January
1st and ending on December 31st, provided that the Committee
shall have the power to change the duration of Offering Periods
from time to time in its sole discretion.
(q) "Option Price" shall have the meaning set forth in
paragraph 4(c).
(r) "Participant" shall mean each Employee who is eligible
to participate in the Plan and who has elected to participate in
the Plan by timely filing a payroll withholding authorization
form with the Committee.
(s) "Plan" shall mean the Physicians Resource Group, Inc.
Employee Stock Purchase Plan, as amended from time to time.
(t) "Plan Administrator" shall mean the person designated
by the Committee pursuant to paragraph 11(b).
(u) " Reserves" shall have the meaning set forth in
paragraph 15(b).
(v) "Subsidiary" shall mean a corporation, domestic or
foreign, of which not less than 50% of the voting shares are held
by the Company or a Subsidiary whether or not such corporation
now exists or is hereafter organized or acquired by the Company
or a Subsidiary.
3. Eligibility.
(a) Subject to the requirements of paragraph 4(b), any
Employee shall be eligible to participate in the Plan during an
Offering Period, provided that as of the Commencement Date of
such Offering Period
(i) the Employee's customary employment with the
Company or a Designated Subsidiary is more than 20 hours per
week and more than five months in any calendar year; and
<PAGE>
(ii) the Employee has maintained Continuous Status as
an Employee for at least one year; and
provided that the Employee maintains Continuous Status as an
Employee throughout the Offering Period. For purposes of
paragraph 3(a)(ii), service with a "predecessor employer" shall
be considered service with the Company or a Designated
Subsidiary. The term "predecessor employer" includes any
business or entity (i) the ownership or property of which is
acquired by the Company or a Designated Subsidiary, or (ii) which
is merged into the Company or a Designated Subsidiary.
(b) Notwithstanding paragraph 3(a)(ii), any person who is
an Employee immediately prior to the Effective Date and otherwise
meets the requirements of paragraph 3(a) shall be eligible to
participate in the Plan in the Offering Period that begins on the
Effective Date.
(c) Notwithstanding any provision of the Plan to the
contrary, no Employee shall be granted an option under the Plan
(i) if, immediately after the grant, the Employee
(together with any other person whose stock would be
attributed to the Employee pursuant to Code Section 424(d))
would own stock and/or hold outstanding options to purchase
stock possessing five percent or more of the total combined
voting power or value of all classes of stock of the Company
or of any Subsidiary; or
(ii) which permits the Employee's right to purchase
stock under all employee stock purchase plans (described in
Code Section 423) of the Company and each Subsidiary to
accrue at a rate that exceeds $25,000 of Fair Market Value
of such stock (determined on the date the option is granted)
for each calendar year in which the option is outstanding at
any time.
4. Grant of Option; Participation.
(a) On each Commencement Date, the Company shall commence
an offer by granting each eligible Employee an option to purchase
the maximum number of shares of Common Stock that may be
purchased by the eligible Employee pursuant to the Plan, subject
to the limitations set forth in paragraph 10.
(b) Each eligible Employee may elect to participate in the
Plan with respect to an offer only by filing a payroll
withholding authorization form with the Committee on or before
the 15th day of the month preceding the Commencement Date of the
Offering Period (or such other date as the Committee may
designate from time to time in its sole discretion) authorizing
payroll withholding (as set forth in paragraph 5) throughout the
Offering Period.
<PAGE>
(c) The option price per share of the Common Stock subject
to an offering (the "Option Price") shall be the lesser of
(i) 85% of the Fair Market Value of a share of Common
Stock on the Commencement Date, or
(ii) 85% of the Fair Market Value of a share of Common
Stock on the Exercise Date.
5. Payroll Withholding.
(a) The payroll withholding authorization form filed by an
eligible Employee with the Committee shall indicate the
percentage amount (in whole numbers) of the Participant's Base
Pay (not to exceed 10%) that the Participant elects to use to
purchase shares of Common Stock pursuant to the Plan. A
Participant may increase or decrease such amount by filing a new
payroll withholding authorization form with the Committee,
provided that a Participant may not change such amount more than
four times in any one calendar year. The change in amount shall
be effective as soon as administratively feasible after the
Committee's receipt of the new payroll withholding authorization
form. A Participant's payroll withholding authorization form
shall remain in effect for successive Offering Periods unless
modified as provided in this paragraph or terminated as provided
in paragraph 8.
(b) During an Offering Period, the Company shall withhold
from each Participant's Base Pay the percentage amount elected by
the Participant pursuant to paragraph 5(a). All payroll
withholding from a Participant's Base Pay shall be credited to
the Participant's Plan account. A Participant may not make any
payments for the purchase of Common Stock pursuant to the Plan
other than payments pursuant to a payroll withholding
authorization form.
(c) During an Offering Period, a Participant may suspend
payroll withholding amounts by filing a new payroll withholding
authorization form with the Committee. Payroll withholding
amounts previously credited during an Offering Period to the Plan
account of a Participant who has suspended payroll withholding
amounts for such Offering Period shall be applied to purchase
Common Stock on the Exercise Date unless the Participant
withdraws such amounts in accordance with paragraph 8.
6. Exercise of Option. Unless a Participant withdraws the
Participant's accumulated payroll withholding amounts in accordance
with paragraph 8, the Participant's option to purchase Common Stock
shall be exercised automatically on the Exercise Date, and the maximum
number of whole and fractional shares of Common Stock subject to the
option granted to each Participant shall be purchased at the Option
Price with the Participant's accumulated payroll withholding amounts.
The Common Stock purchased upon exercise of an option shall be deemed
to be transferred to the Participant on the Exercise Date. During
each Participant's lifetime, the option to purchase shares of Common
Stock shall be exercisable only by the Participant.
<PAGE>
7. Delivery. Certificates representing shares of Common Stock
purchased upon exercise of a Participant's option shall be held by the
Custodian and credited to the Participant's Plan account. Upon
written request by a Participant or a Participant's legal
representative, the Custodian shall issue certificates to the
Participant or the Participant's legal representative for the Common
Stock credited to the Participant's Plan account. The Custodian shall
issue certificates for whole numbers of shares of Common Stock only
and shall pay cash in lieu of fractional shares of Common Stock. The
Custodian may require a Participant or a Participant's legal
representative to provide such documentation as may be reasonably
required in connection with the issuance of certificates of Common
Stock.
8. Withdrawal; Termination of Employment; Insiders.
(a) During an Offering Period, a Participant may withdraw
all, but not less than all, of the Participant's payroll
withholding amounts prior to the Exercise Date of an Offering
Period by giving written notice to the Committee. All of the
Participant's payroll withholding amounts shall be paid to the
Participant as soon as administratively feasible after receipt of
written notice of withdrawal, and the Participant's option for
the Offering Period shall be automatically terminated.
(b) Any Participant who withdraws from the Plan during an
Offering Period pursuant to paragraph 8(a) shall not be eligible
to participate in the Plan for the remainder of the Offering
Period. To participate in the Plan for a subsequent Offering
Period, the Participant must file a new payroll withholding
authorization form with the Committee on or before the date
prescribed pursuant to paragraph 4(b).
(c) Upon termination of a Participant's Continuous Status
as an Employee prior to the Exercise Date of an Offering Period
on account of retirement or disability (in accordance with the
Company's personnel policies) or death, the Participant's payroll
withholding amounts shall be used to purchase Common Stock on the
next succeeding Exercise Date unless the Participant (or in the
case of the Participant's death, the legal representative of the
Participant's estate) elects to withdraw the Participant's
payroll withholding amounts in cash prior to the Exercise Date.
Upon termination of a Participant's Continuous Status as an
E m ployee for any other reason, the Participant's payroll
withholding amounts shall be refunded to the Participant in cash
as soon as administratively feasible after such termination.
9. Interest. No interest shall accrue on or be payable with
respect to a Participant's payroll withholding amounts.
<PAGE>
10. Stock.
(a) The maximum number of shares of Common Stock that shall
be reserved for issuance pursuant to the Plan shall be 1,000,000,
subject to adjustment due to changes in capitalization of the
Company as provided in paragraph 15. If the total number of
shares of Common Stock that would otherwise be subject to options
granted pursuant to paragraph 4(a) on a Commencement Date exceeds
the number of shares of Common Stock then available under the
Plan (after deduction of all shares of Common Stock for which
options have been exercised or are then outstanding), the
Committee shall make a pro rata allocation of the shares of
Common Stock remaining available for option grant in a uniform
manner. In such event, the Committee shall give notice to each
Participant of the reduction in the number of shares of Common
Stock available for option grant and, if necessary, shall reduce
the rate of payroll withholding of all affected Participants.
The Plan shall terminate if no Common Stock is available for
issuance pursuant to the Plan. The Common Stock available for
issuance pursuant to the Plan may be authorized but unissued
shares, treasury shares or shares purchased by the Company in the
public market for issuance pursuant to the Plan. The Company
shall pay all brokerage commissions and fees incurred in
connection with the purchase of Common Stock for issuance
pursuant to the Plan.
(b) No Participant shall have rights as a stockholder with
respect to Common Stock subject to an option until such shares of
Common Stock have been purchased for the Participant's Plan
account in accordance with the provisions of the Plan.
(c) Common Stock to be delivered to a Participant pursuant
to the Plan shall be registered in the name of the Participant.
11. Administration.
(a) The Plan shall be administered by a committee comprised
of one or more individuals (the "Committee") appointed from time
to time by the Board. The Committee shall have full power and
authority to promulgate rules and regulations for the proper
administration of the Plan, to interpret the provisions and
supervise the administration of the Plan and to take all actions
in connection with or in relation to the Plan as it deems
necessary or desirable. Decisions of the Committee shall be made
by a majority of its members and shall be final for all purposes.
The Company shall pay all expenses incurred in the administration
of the Plan.
(b) The Committee may delegate all or part of its power and
authority to administer the Plan to a Plan Administrator
appointed by the Committee. The Plan Administrator (or the
Committee if no Plan Administrator has been appointed) may
delegate the responsibility for the day-to-day operations of the
Plan to a Custodian. The Custodian shall establish and maintain
an account for each Participant for the purpose of holding Common
Stock on behalf of each Participant.
<PAGE>
(c) An agent (the "Agent") may be appointed by the
Committee to perform the functions and have the responsibilities
assigned to the Agent in this subparagraph with respect to the
purchase of Common Stock. The Committee shall have the right to
replace the Agent at any time. Notwithstanding any Plan
provision to the contrary, to the extent that Common Stock is
purchased in the public market, the Agent shall have all
authority to determine the times of purchases, the prices at
which purchases shall be made, the manner in which purchases
shall be made and the brokers or dealers (which may include the
Agent) to make such purchases.
12. Transferability. Neither payroll withholding amounts nor
any rights with regard to the exercise of an option or to receive
Common Stock pursuant to the Plan may be assigned, transferred,
pledged or otherwise disposed of in any way (other than by will or the
laws of descent and distribution) by the Participant. Any such
attempted assignment, transfer, pledge or other disposition shall be
ineffective except that the Committee may treat such act as an
election to withdraw payroll withholding amounts in accordance with
paragraph 8.
13. Use of Funds. All payroll withholding amounts pursuant to
the Plan may be used by the Company for any corporate purpose, and the
Company shall not be obligated to segregate payroll withholding
amounts from its other assets.
14. Reports. Statements of account shall be given to each
Participant as soon as administratively feasible after each Exercise
Date. The statements shall set forth the Participant's payroll withh-
olding amounts throughout the Offering Period, the Option Price, the
number of shares of Common Stock purchased and the cash balance, if
any, in the Participant's Plan account.
15. Effect of Certain Changes. Subject to any required action
by the stockholders of the Company,
(a) the number of shares of Common Stock subject to each
option granted pursuant to the Plan that has not been exercised,
(b) the number of shares of Common Stock that has been
authorized for issuance pursuant to the Plan but has not been
placed under option (collectively, the "Reserves"), and
(c) the Option Price of Common Stock subject to each option
granted pursuant to the Plan that has not been exercised,
<PAGE>
shall be proportionately adjusted for any increase or decrease in the
number of issued shares of Common Stock resulting from a stock split,
reverse stock split, stock dividend, combination or reclassification
of the Common Stock or similar capital adjustment, or any other
increase or decrease in the number of shares of Common Stock effected
without receipt of consideration by the Company, provided that
conversion of any convertible securities of the Company shall not be
deemed to have been "effected without receipt of consideration." Such
adjustment shall be made by the Board whose determination shall be
final, binding and conclusive for all purposes. Except as expressly
provided in the Plan, no issue by the Company of shares of stock of
any class or securities convertible into shares of stock of any class
shall affect, and no adjustment by reason thereof shall be made with
respect to, the number or Option Price of the shares of Common Stock
subject to an option granted pursuant to the Plan.
In the event of the dissolution or liquidation of the Company,
the Offering Period shall terminate immediately prior to the
consummation of such event unless otherwise provided by the Board. In
the event of a sale of all or substantially all of the assets of the
Company or the merger of the Company with or into another corporation,
each option under the Plan shall be assumed, or an equivalent option
shall be substituted by, the successor corporation or a parent or
subsidiary of the successor corporation unless the Board determines,
in its sole discretion and in lieu of such assumption or substitution
(i) to cancel each option and refund to each
Participant the payroll withholding amounts received with
respect to the cancelled options, or
(ii) to give each Participant the right to exercise the
option as to all of the optioned shares of Common Stock,
including shares of Common Stock as to which the option
would not otherwise be exercisable.
If the Board makes an option fully exercisable in the event of a
merger or sale of assets, the Board shall notify each Participant that
the option shall be fully exercisable for a period of at least 30 days
from the date of such notice, and the option shall terminate upon the
expiration of such period.
The Board, in its sole discretion, also may adjust the Reserves
as well as the Option Price of the Common Stock subject to each
outstanding option if the Company effects one or more reorganizations,
recapitalizations, rights offerings or other increases or reductions
of shares of Common Stock or consolidates with or merges into any
other corporation.
16. Amendment or Termination. The Board may at any time
terminate, suspend or amend the entire Plan or any provision of the
Plan. Except as provided in paragraph 15, no such termination shall
affect options previously granted, nor may an amendment make any
change in any option previously granted that adversely affects the
rights of any Participant, nor may an amendment be made without prior
approval of the Company's stockholders if such amendment would
<PAGE>
(a) materially increase the number of shares of Common
Stock that may be issued pursuant to the Plan; or
(b) change the designation or class of employees eligible
for participation in the Plan;
provided that prior approval of the Company's stockholders with
respect to the foregoing shall be required only to the extent required
by any statutory law, regulation or stock exchange rule.
17. Notices. All notices or other communications by a
Participant to the Committee under or in connection with the Plan
shall be deemed to have been given when received in the form specified
by the Committee to the location, or by the person, designated by the
Committee for the receipt thereof.
18. Stockholder Approval. The Plan shall be subject to approval
of the Company's stockholders within 12 months before or after the
Effective Date of the Plan.
19. Employment Rights. Participation in the Plan shall not
impose any obligations upon the Company to continue the employment of
a Participant for any specific period of time and shall not affect the
right of the Company to terminate such person's employment at any
time, with or without cause.
20. Governing Law. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be
determined in accordance with laws of the State of Texas (without
giving effect to conflicts of laws principles) and applicable Federal
law.
21. Conditions Upon Issuance of Common Stock. Common Stock
shall not be issued with respect to an option unless the exercise of
the option and the issuance and delivery of the Common Stock complies
with all applicable provisions of law, domestic or foreign, including
without limitation the Securities Act of 1933, as amended, the
Securities Exchange Act of 1934, as amended, the rules and regulations
promulgated under such laws, the requirements of any stock exchange
upon which the Common Stock may then be listed, and shall be subject
to the approval of counsel to the Company with respect to such legal
compliance.
As a condition to the exercise of an option, the Company may
require the person exercising the option to represent and warrant at
the time of any such exercise that the Common Stock is being purchased
only for investment without any present intention to sell or
distribute the Common Stock if, in the opinion of counsel to the
Company, such a representation is required by applicable law.
22. Effective Date. The Plan shall be effective on the
Effective Date subject to the approval of the Plan by the Company's
stockholders.
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this registration statement of our
reports dated July 12, 1996, on our audit of the financial statements
of Central Florida Eye Associates, P.A.; dated July 12, 1996, on our
audit of the financial statements of South Texas Retina Consultants,
P.A.; dated April 5, 1996, on our audit of the financial statements of
Physicians Resource Group, Inc.; dated March 3, 1995, on our audit of
the financial statements of Physicians Resource Group, Inc. - Founding
Affiliated Practices; dated March 8, 1996, on our audit of the
financial statements of Barnet Dulaney Eye Center, P.L.L.C.; dated
November 21, 1995, on our audit of the financial statements of
Physicians Resource Group, Inc. - Selected Acquisition Practices;
dated April 12, 1996, on our audit of the financial statements of
Physicians Resource Group, Inc. - Certain Acquisition Practices; dated
July 12, 1996, on our audit of the financial statements of The Edward
Yavitz Eye Center, Ltd.; dated April 12, 1996, on our audit of the
financial statements of Key Whitman/Milauskas; and dated August 9,
1996 on our audit of the financial statements of Physicians Resource
Group, Inc. - Sundry Acquisition Practices; dated September 4, 1996,
on our audit of the combined financial statements of Cincinnati Eye
Institute, Inc. and affiliate; dated September 3, 1996, on our audit
of the financial statements of Gregory L. Henderson, M.D., P.A.; dated
September 6, 1996, on our audit of the financial statements of Tampa
Eye Clinic, P.A.; dated September 6, 1996, on our audit of the
combined financial statements of The Eye Institute of West Florida,
P.A. and Douglas G. Johnson, O.D., P.A.; dated October 16, 1996, on
our audit of the combined financial statements of Melbourne Eye
Associates of Brevard, Inc. and Melbourne Eye Associates, P.A.
ARTHUR ANDERSEN LLP
Dallas, Texas,
November 1, 1996
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of our reports dated October 31, 1995, on our
audit of the financial statements of EyeCorp, Inc. - Baker Acquisition
Practice; dated January 12, 1996, on our audit of the financial
statements of the EyeCorp, Inc. - Coleman Acquisition Practice; dated
November 16, 1995, on our audit of the combined financial statements
of EyeCorp, Inc. - Eggleston Acquisition Practice; dated October 23,
1995, on our audit of the combined financial statements of the
EyeCorp, Inc. - Gordon Acquisition Practice; dated October 20, 1995,
on our audits of the combined financial statements of the EyeCorp,
Inc. - Post Acquisition Practice; dated November 3, 1995, on our audit
of the financial statements of the EyeCorp, Inc. - Southern Eye Center
Acquisition Practice; dated October 21, 1995, on our audit of the
financial statements of the EyeCorp, Inc. - Selected Acquisition
Practices.
Coopers & Lybrand, L.L.P.
Memphis, Tennessee
November 1, 1996
Exhibit 23.4
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Physicians Resource Group, Inc. pertaining to
the Employee Stock Purchase Plan of our report dated March 1, 1996,
with respect to the consolidated financial statements of EquiVision,
Inc. included in Physicians Resource Group, Inc.'s Current Report on
Form 8-K/A dated October 7, 1996 filed with the Securities and
Exchange Commission.
Ernst & Young LLP
Atlanta, Georgia
November 1, 1996
Exhibit 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As the independent public accountants for Houston Eye Associates, we
hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 dated November 5, 1996 of Physicians Resource
Group, Inc. of our report dated September 5, 1996 on our audit of the
financial statements of Houston Eye Associates for the years ended
December 31, 1995 and 1994.
Wallingford, McDonald, Fox & Co., P.C.
Houston, Texas
November 1, 1996
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in this Registration
Statement on Form S-8 of Physicians Resource Group, Inc. pertaining to
the Employee Stock Purchase Plan of our report dated March 22, 1996,
except for the third paragraph of Note 7 and Note 15, as to which the
date is October 24, 1996, with respect to the consolidated financial
statements of American Ophthalmic, Inc. included in Physicians
Resource Group, Inc.'s Current Report on Form 8-K/A dated October 7,
1996 filed with the Securities and Exchange Commission.
Ernst & Young LLP
Orlando, Florida
October 31, 1996
