<PAGE>
As filed with the Securities and Exchange Commission on November 13, 1996
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
UROCOR, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 75-2117882
(State or other jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
800 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
(Address of Principal Executive Offices) (Zip Code)
UROCOR, INC. AMENDED AND RESTATED 1992 STOCK OPTION PLAN
(Full title of the plan)
WILLIAM A. HAGSTROM
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UROCOR, INC.
800 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
(Name and address of agent for service)
405/290-4000
(Telephone number, including area code, of agent for service)
COPY TO:
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5151
ATTENTION: ROBERT E. WILSON
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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. /X/
CALCULATION OF REGISTRATION FEE
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TITLE OF SECURITIES TO PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED OFFERING PRICE PER SHARE (1) AGGREGATE OFFERING PRICE (1) REGISTRATION FEE
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<S> <C> <C> <C> <C>
Common Stock, $.01
par value 1,314,063 shares (2) $9.82 $12,904,098 $3,911
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</TABLE>
(1) Estimated in accordance with Rule 457(c) and (h) solely for the purpose of
calculating the registration fee on the basis of the average of the high
and low prices of the Common Stock as reported by the Nasdaq Stock Market
on November 6, 1996.
(2) Includes an indeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the Amended and Restated 1992
Stock Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
a. The following documents are hereby incorporated by reference in this
Registration Statement:
1. The Registration Statement on Form S-1 (Reg. No. 333-3182) of
UroCor, Inc., a Delaware corporation (the "Registrant"), filed April 3, 1996, as
amended, with the Securities and Exchange Commission (the "Commission").
2. The Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1996 of the Registrant, filed August 12, 1996 with the Commission.
3. The Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996 of the Registrant, filed November 13, 1996 with the
Commission.
4. The description of the Registrant's common stock, $.01 par value
(the "Common Stock"), contained in a registration statement on Form 8-A filed
with the Commission on April 26, 1996, including any amendment or report filed
for the purpose of updating such description.
b. All documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended,
subsequent to the date of the filing hereof 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 by reference in this Registration Statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article X of the Registrant's Amended and Restated By-laws (the "By-laws")
provides for mandatory indemnification to at least the extent specifically
allowed by Section 145 of the General Corporation Law of the State of Delaware
(the "GCL").
Pursuant to Section 145 of the GCL, the Registrant generally has the power
to indemnify its current and former directors, officers, employees and agents
against expenses and liabilities incurred by them in connection with any suit to
which they are, or threatened to be made, a party by reason of their serving in
such positions so long as they acted in good faith and in a manner they
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and with respect to any criminal action, they had no reasonable
cause to believe their conduct was lawful. With respect to suits by or in the
right of the Registrant, however, indemnification generally is limited to
attorneys' fees and other expenses and is not available if such person is
adjudged to be liable to the Registrant unless the court determines that
indemnification is appropriate. The statute expressly provides that the power
to indemnify authorized thereby is not exclusive of any rights granted under any
bylaw, agreement, vote of stockholders or disinterested directors, or otherwise.
The Registrant also has the power to purchase and maintain insurance for such
persons.
The above discussion of the Registrant's By-laws and Section 145 of the GCL
is not intended to be exhaustive and is qualified in its entirety by such
document and such statute.
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The Registrant has entered into indemnification agreements with its
directors, executive officers and certain key employees that generally obligate
the Registrant to indemnify such persons to the extent permitted under the GCL.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.1 -- Restated Certificate of Incorporation of the Registrant
(incorporated by reference to Exhibit 3.1 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-3182), filed with the Commission on April 3, 1996).
4.2 -- Amended and Restated By-laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-1 (Reg. No. 333-3182), filed with the
Commission on April 3, 1996).
4.3 -- Form of Common Stock Certificate (incorporated by reference
to Exhibit 4.1 to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg. No. 333-3182),
filed with the Commission on May 10, 1996).
4.4 -- UroCor, Inc. Amended and Restated 1992 Stock Option Plan
(incorporated by reference to Exhibit 10.1 to the
Registrant's Registration Statement on Form S-1 (Reg. No.
333-3182), filed with the Commission on April 3, 1996).
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).
24.1 -- Powers of Attorney (contained on page II-4).
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, as amended (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of this Registration Statement (or the
most recent post-effective amendment hereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth 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; and
II-2
<PAGE>
(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 (i) and (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
Registrant pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934, as amended (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
herein, 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 purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 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 herein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
Securities Act 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.
II-3
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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 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 Oklahoma City, State of Oklahoma,
on the 13th day of November, 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 of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below constitutes and appoints William A. Hagstrom and Socrates H.
Choumbakos, and each of them, his true and lawful attorney-in-fact and agent,
with full power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration Statement, and to
file the same and all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting said
attorney-in-fact and agent, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done
in and about the premises, as fully to all intents and purposes as he might
or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or either of them, or their or his substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
<TABLE>
Signature Title Date
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<S> <C> <C>
/s/ WILLIAM A. HAGSTROM Chairman of the Board, President November 13, 1996
- -------------------------- and Chief Executive Officer
William A. Hagstrom (Principal Executive Officer)
/s/ SOCRATES H. CHOUMBAKOS Vice President Corporate Development, November 13, 1996
- -------------------------- Chief Financial Officer and Secretary
Socrates H. Choumbakos (Principal Financial Officer)
/s/ MICHAEL N. MCDONALD Director of Finance and November 13, 1996
- -------------------------- Administration and Treasurer
Michael N. McDonald (Principal Accounting Officer)
/s/ PAUL A. BROWN, M.D. Director November 13, 1996
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Paul A. Brown, M.D.
/s/ HERBERT J. CONRAD Director November 13, 1996
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Herbert J. Conrad
/s/ MICHAEL E. HERBERT Director November 13, 1996
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Michael E. Herbert
/s/ LOUIS M. SHERWOOD, M.D. Director November 13, 1996
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Louis M. Sherwood, M.D.
/s/ DON E. SPYRISON Director November 13, 1996
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Don E. Spyrison
/s/ JOE D. TIPPENS Director November 13, 1996
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Joe D. Tippens
</TABLE>
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION PAGE NUMBER
4.1 Restated Certificate of Incorporation of
the Registrant (incorporated by reference
to Exhibit 3.1 to the Registrant's
Registration Statement on Form S-1 (Reg.
No. 333-3182), filed with the Commission
on April 3, 1996).
4.2 Amended and Restated By-laws of the
Registrant (incorporated by reference to
Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (Reg.
No. 333-3182), filed with the Commission
on April 3, 1996).
4.3 Form of Common Stock Certificate
(incorporated by reference to Exhibit 4.1
to Amendment No. 2 to the Registrant's
Registration Statement on Form S-1 (Reg.
No. 333-3182), filed with the Commission
on May 10, 1996).
4.4 UroCor, Inc. Amended and Restated 1992
Stock Option Plan (incorporated by
reference to Exhibit 10.1 to the
Registrant's Registration Statement on
Form S-1 (Reg. No. 333-3182), filed with
the Commission on April 3, 1996).
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).
24.1 Powers of Attorney (contained on page II-4).
<PAGE>
EXHIBIT 5.1
FULBRIGHT & JAWORSKI
L.L.P.
A REGISTERED LIMITED LIABILITY PARTNERSHIP HOUSTON
1301 MCKINNEY, SUITE 5100 WASHINGTON, D.C.
HOUSTON, TEXAS 77010-3095 AUSTIN
SAN ANTONIO
TELEPHONE: 713/651-5151 DALLAS
TELEX: 76-2829 NEW YORK
FACSIMILE: 713/651-5246 LOS ANGELES
LONDON
HONG KONG
13 November 1996
UroCor, Inc.
800 Research Parkway
Oklahoma City, Oklahoma 73104
Ladies and Gentlemen:
We have acted as counsel for UroCor, Inc., a Delaware corporation (the
"Company"), in connection with the registration under the Securities Act of
1933, as amended, of 1,314,063 shares of the Company's common stock, $.01 par
value (the "Shares"), to be offered upon the terms and subject to the conditions
set forth in the UroCor, Inc. Amended and Restated 1992 Stock Option Plan (the
"Plan").
In connection therewith, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Restated Certificate of
Incorporation of the Company, the Amended and Restated By-Laws of the Company,
the Plan, records of relevant corporate proceedings with respect to the offering
of the Shares and such other documents and instruments as we have deemed
necessary or appropriate for the expression of the opinions contained herein.
We have also reviewed the Company's Registration Statement on Form S-8 to be
filed with the Securities and Exchange Commission with respect to the Shares
(the "Registration Statement").
We have assumed the authenticity and completeness of all records,
certificates and other instruments submitted to us as originals, the conformity
to original documents of all records, certificates and other instruments
submitted to us as copies, the authenticity and completeness of the originals of
those records, certificates and other instruments submitted to us as copies and
the correctness of all statements of fact contained in all records, certificates
and other instruments that we have examined.
Based on the foregoing and having regard for such legal considerations as
we have deemed relevant, we are of the opinion that the Shares have been duly
authorized and, when issued in accordance with the terms of the Plan, will be
validly issued, fully paid and non-assessable.
The opinions expressed herein are limited exclusively to laws of the State
of Texas, the Delaware General Corporation Law and the federal laws of the
United States of America, to the extent applicable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ FULBRIGHT & JAWORSKI L.L.P.
Fulbright & Jaworski L.L.P.
<PAGE>
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation
by reference into the UroCor, Inc. Registration Statement on Form S-8 relating
to the Urocor, Inc. Amended and Restated 1992 Stock Option Plan of our report
dated March 29, 1996, included in UroCor, Inc.'s Registration Statement on Form
S-1, as amended (Reg. No. 333-3182).
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
November 12, 1996
