<PAGE>
As filed with the Securities and Exchange Commission on April 6, 1998.
Registration No. 333-15547
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST EFFECTIVE AMENDMENT NO. 1
TO
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 organization) Identification Number)
THREE LINCOLN CENTRE
5430 LBJ FREEWAY
SUITE 1540
DALLAS, TEXAS 75240
(Address of principal executive offices) (Zip Code)
--------------------
PHYSICIANS RESOURCE GROUP, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the Plan)
PETER G. DORFLINGER
PRESIDENT AND CHIEF OPERATING 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)
---------------------------
COPY TO:
James S. Ryan, III
Jackson Walker L.L.P.
901 Main Street, Suite 6000
Dallas, Texas 75202
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DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 to Registration Statement on Form S-8
(No. 333-15547) (the "Registration Statement") is being filed to deregister
certain shares of common stock, par value $.01 per share (the "Common Stock"),
of Physicians Resource Group, Inc. that were registered pursuant to the
Physicians Resource Group, Inc. Employee Stock Purchase Plan (the "Plan").
The Registration Statement registered 1,000,000 shares of Common Stock to
be issued under such Plan. To date, an aggregate of 100,394 shares of Common
Stock were issued to participants under the Plan. The Plan has been terminated
effective December 31, 1997 and no additional shares will be issued under the
Plan. Therefore, the Registration Statement is hereby amended to deregister the
remaining 899,606 unissued shares of Common Stock registered under the
Registration Statement relating to the Plan.
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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 the
requirements for filing on Form S-8 and has 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 March 20, 1998
PHYSICIANS RESOURCE GROUP, INC.
By: /s/ PETER G. DORFLINGER
______________________________________
Peter G. Dorflinger
President and Chief Operating Officer
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<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 March 20, 1998.
Signatures Title
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/s/ RICHARD A. GILLELAND Director, Chairman of the
------------------------- Board & Chief Executive
Richard A. Gilleland Officer
(Principal Executive Officer)
/s/ PETER G. DORFLINGER President and Chief
------------------------- Operating Officer
Peter G. Dorflinger (Principal Financial Officer &
Principal Accounting Officer)
/s/ ALAN C. BAUM Director
-------------------------
Alan C. Baum, M.D.
/s/ LUCIUS E. BURCH Director
-------------------------
Lucius E. Burch, III
/s/ RONALD L. STANFA Director
-------------------------
Ronald L. Stanfa
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