<PAGE>
As filed with Securities and Exchange Commission on May 16, 1996
REGISTRATION NUMBER 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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UROCOR, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
DELAWARE 8071 75-2117882
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
800 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
405/290-4000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
WILLIAM A. HAGSTROM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UROCOR, INC.
800 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
405/290-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
ROBERT E. WILSON ESQ. MARK P. TANOURY, ESQ.
FULBRIGHT & JAWORSKI L.L.P. COOLEY GODWARD CASTRO HUDDLESON & TATUM
1301 MCKINNEY, SUITE 5100 3000 SAND HILL ROAD, BLDG. 3, SUITE 230
HOUSTON, TEXAS 77010-3095 MENLO PARK, CALIFORNIA 94025
713/651-5151 415/843-5000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS
SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT BECOMES EFFECTIVE.
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If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities
Act of 1933, check the following box. / /
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [X]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box / /
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
PROPOSED
TITLE OF EACH CLASS of AMOUNT TO BE MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED (1) PRICE PER UNIT OFFERING PRICE (2) REGISTRATION FEE
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Common Stock, $.01 par value per share....... 230,000 $11.00 $2,530,000 $875
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(1) Includes 30,000 shares subject to an over-allotment option.
(2) Estimated solely for purposes of calculating the registration fee in
accordance with the Rule 457 of the Securities Act of 1933.
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The contents of the Registration Statement on Form S-1 (Registration No.
333-3182), registering 3,220,000 shares of common stock, $.01 par value, of
UroCor, Inc. are hereby incorporated by reference herein. Filed as exhibits
hereto are the following opinions and consents:
5.1 Opinion of Fulbright & Jaworski L.L.P.
23.1 Consent of Arthur Andersen LLP.
23.2 Consent of Fulbright & Jaworski L.L.P. (included in Exhibit 5.1)
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SIGNATURES
Pursuant to the requirements of the Securities Act, UroCor, Inc. has duly
caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Oklahoma City, State
of Oklahoma, on May 16, 1996.
UroCor, Inc.
By: /s/ WILLIAM A. HAGSTROM
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William A. Hagstrom
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities
and on the dates indicated.
SIGNATURES TITLE DATE
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/s/ WILLIAM A. HAGSTROM Chairman of the Board, President May 16, 1996
- ---------------------------- and Chief Executive Officer
William A. Hagstrom (Principal Executive Officer)
/s/ SOCRATES H. CHOUMBAKOS Vice President Corporate May 16, 1996
- ---------------------------- Development, Chief Financial
Socrates H. Choumbakos Officer and Secretary
(Principal Financial Officer)
/s/ MICHAEL N. MCDONALD Director of Finance May 16, 1996
- ---------------------------- and Administration
Michael N. McDonald and Treasurer (Principal
Accounting Officer)
/s/ PAUL A. BROWN, M.D. Director May 16, 1996
- ----------------------------
Paul A. Brown, M.D.
/s/ HERBERT J. CONRAD Director May 16, 1996
- ----------------------------
Herbert J. Conrad
/s/ MICHAEL E. HERBERT Director May 16, 1996
- ----------------------------
Michael E. Herbert
/s/ LOUIS M. SHERWOOD, M.D. Director May 16, 1996
- ----------------------------
Louis M. Sherwood, M.D.
/s/ DON E. SPYRISON Director May 16, 1996
- ----------------------------
Don E. Spyrison
/s/ JOE D. TIPPENS Director May 16, 1996
- ----------------------------
Joe D. Tippens
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[FULBRIGHT & JAWORSKI L.L.P. LETTERHEAD]
May 16, 1996
UroCor, Inc.
800 Research Parkway
Oklahoma City, Oklahoma 73104
Ladies and Gentlemen:
We refer to the Registration Statement on Form S-1 (the "Registration
Statement"), filed by UroCor, Inc., a Delaware corporation (the "Company"),
with the Securities and Exchange Commission under Rule 462(b) of the
Securities Act of 1933, as amended, relating to the offer by the Company of
200,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), and up to 30,000 additional shares of Common Stock, which
may be sold in the event the underwriters for the offering elect to exercise
their over-allotment option.
As counsel to the Company, we have examined such corporate records,
documents and questions of law as we have deemed necessary or appropriate for
the purposes of this opinion. In such examinations, we have assumed the
genuineness of signatures and the conformity to the originals of the documents
supplied to us as copies. As to various questions of fact material to this
opinion, we have relied upon statements and certificates of officers and
representatives of the Company. Upon the basis of such examination, we advise
you that in our opinion the shares of Common Stock to be offered by the
Company have been duly and validly authorized and, when sold in accordance
with the terms agreed upon in the underwriting agreement, will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under caption "Legal
Matters" in the prospectus contained therein. This consent is not to be
construed as an admission that we are a person whose consent is required to
be filed with the Registration Statement under the provisions of the
Securities Act of 1933.
Very truly yours,
/s/ Fulbright & Jaworski L.L.P.
Fulbright & Jaworski
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CONSENT OF INDEPENDENT PUBIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference in this registration statement of our reports dated March 26, 1996,
included in the previously filed registration statement on Form S-1 (333-3182).
Arthur Andersen LLP
Oklahoma City, Oklahoma
May 16, 1996
