<PAGE>
As filed with the Securities and Exchange Commission on June 29, 1998
Registration No. 333-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------
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. SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN, AS AMENDED
(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) 651-5107
ATTENTION: ROBERT E. WILSON
--------------------------
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]
<TABLE>
CALCULATION OF REGISTRATION FEE
===================================================================================================================================
TITLE OF SECURITIES TO PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AGGREGATE AMOUNT OF
BE REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE(1) OFFERING PRICE(1) REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par
value 600,000 shares (2) $6.9375 $4,162,500 $1,228
===================================================================================================================================
</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 June 23, 1998.
(2) Includes an indeterminable number of shares of Common Stock issuable as a
result of the anti-dilution provisions of the UroCor, Inc. Second Amended
and Restated 1992 Stock Option Plan.
================================================================================
<PAGE>
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 Annual Report on Form 10-K for the year ended December
31, 1997 of UroCor, Inc., a Delaware corporation (the "Registrant"), filed March
30, 1998 with the Securities and Exchange Commission (the "Commission").
2. The Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 1998 of the Registrant, filed May 15, 1998 with the Commission.
3. 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.
ITEMS 4 THROUGH 5.
Responses to these items are incorporated by reference to the
corresponding items contained in the Registrant's earlier registration statement
on Form S-8 (Reg. No. 333-16075) filed with the Commission on November 13, 1996.
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 unlawful. 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.
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.
II-1
<PAGE>
The Registrant's 1997 Non-Employee Director Stock Option Plan and the
Registrant's Second Amended and Restated 1992 Stock Option Plan, as amended,
each contain a provision providing that the Registrant will, to the fullest
extent permitted by law, indemnify, defend and hold harmless any person who at
any time is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding (whether civil, criminal,
administrative or investigative) in any way relating to or arising out of such
plan or any options granted thereunder by reason of the fact that that person is
or was at any time a director of the Registrant or a member of the committee
administering such plan against judgments, fines, penalties, settlements and
reasonable expenses (including attorneys' fees) actually incurred by that
person in connection with the action, suit or proceeding. The Registrant's 1997
Employee Stock Purchase Plan provides that the members of the committee
administering such plan shall be indemnified by the Registrant against the
reasonable expenses, including attorneys' fees, actually and necessarily
incurred in connection with the defense of any action, suit or proceeding, or in
connection with any appeal, 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 such
plan or any option granted thereunder and against all amounts paid in settlement
(provided the settlement is approved by independent legal counsel selected by
the Registrant) or paid by them in satisfaction of a judgment in any action,
suit or proceeding, except in relation to matters as to which it is adjudged in
the action, suit or proceeding, that such committee member is liable for gross
negligence or willful misconduct in the performance of his duties.
ITEM 7.
The response to this item is incorporated by reference to the
corresponding item contained in the Registrant's earlier registration statement
on Form S-8 (Reg. No. 333-16075) filed with the Commission on November 13, 1996.
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. Second Amended and Restated 1992 Stock Option
Plan, as amended.
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 -- Power of Attorney (contained on page II-3).
ITEM 9. UNDERTAKINGS.
The response to this item is incorporated by reference to the
corresponding item contained in the Registrant's earlier registration statement
on Form S-8 (Reg. No. 333-16075) filed with the Commission on November 13, 1996.
II-2
<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 Oklahoma City, State of Oklahoma, on the 23rd day of
June, 1998.
UROCOR, INC.
By: /s/ WILLIAM A. HAGSTROM
-------------------------------------------
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 Michael N.
McDonald, 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.
Signature Title Date
--------- ----- ----
/s/ WILLIAM A. HAGSTROM Chairman of the Board, June 23, 1998
- ------------------------------ President and Chief
William A. Hagstrom Executive Officer
(Principal Executive Officer)
/s/ MICHAEL N. MCDONALD Vice President and Chief June 23, 1998
- ------------------------------ Financial Officer
Michael N. McDonald (Principal Financial and
Accounting Officer)
/s/ AARON BEAM, JR.
- ------------------------------ Director June 23, 1998
Aaron Beam, Jr.
- ------------------------------ Director June __, 1998
Paul A. Brown, M.D.
/s/ HERBERT J. CONRAD
- ------------------------------ Director June 23, 1998
Herbert J. Conrad
/s/ MICHAEL E. HERBERT
- ------------------------------ Director June 23, 1998
Michael E. Herbert
- ------------------------------ Director June __, 1998
Thomas C. Ramey
II-3
<PAGE>
/s/ LOUIS M. SHERWOOD, M.D.
- ------------------------------ Director June 23, 1998
Louis M. Sherwood, M.D.
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
EXHIBIT NUMBER DESCRIPTION
<S> <C>
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. Second Amended and Restated 1992 Stock Option Plan,
as amended.
* 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.
</TABLE>
- -----------------
*Filed herewith
<PAGE>
EXHIBIT 4.4
<PAGE>
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
MAY 5, 1997
1. PURPOSE. This Second Amended and Restated 1992 Stock Option Plan (the
"Plan") of UroCor, Inc. (the "Company"), for certain employees, officers,
directors and independent contractors performing services for the Company is
intended to advance the best interest of the Company by providing those persons
who have substantial responsibility for its management and growth with
additional incentive and by increasing their proprietary interest in the success
of the Company -- thereby encouraging them to continue their employment or
affiliation.
2. ADMINISTRATION. The Plan shall be administered by a committee to be
appointed by the Board of Directors of the Company (the "Committee"), which
Committee shall consist of not less than two members of the Board of Directors
and shall be comprised solely of members of the Board of Directors who qualify
as both non-employee directors as defined in Rule 16b-3(b)(3) of the Securities
Exchange Act of 1934, as amended (the "Securities Exchange Act") and outside
directors within the meaning of Department of Treasury Regulations issued under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code").
The Board of Directors of the Company shall have the power to add or remove
members of the Committee, from time to time, and to fill vacancies arising for
any reason. The Committee shall designate a chairman from among its members,
who shall preside at all of its meetings, and shall designate a secretary,
without regard to whether that person is a member of the Committee, who shall
keep the minutes of the proceedings and all records, documents, and data
pertaining to its administration of the Plan. Meetings shall be held at any
time and place as it shall choose. A majority of the members of the Committee
shall constitute a quorum for the transaction of business. The vote of a
majority of those members present at any meeting shall decide any question
brought before that meeting. In addition, the Committee may take any action
otherwise proper under the Plan by the affirmative vote, taken without a
meeting, of a majority of its members. No member of the Committee shall be
liable for any act or omission of any other member of the Committee or for any
act or omission on his own part, including but not limited to the exercise of
any power or discretion given to him under the Plan, except those resulting from
his own gross negligence or willful misconduct. All questions of interpretation
and application of the Plan, or as to options granted under it (the "Options"),
shall be subject to the determination of a majority of the Committee. In
carrying out its authority under this Plan, the Committee shall have full and
final authority and discretion, including but not limited to the rights, powers
and authorities, to: (a) determine the persons to whom and the time or times at
which Options will be made, (b) determine the number of shares and the purchase
price of stock covered in each Option, subject to the terms of this Plan,
(c) determine the terms, provisions and conditions of each Option, which need
not be identical, (d) accelerate the time at which any outstanding Option may be
exercised, (e) define the effect, if any, on an Option of the death, disability,
retirement, or other termination of employment of the Optionee, (f) prescribe,
amend and rescind rules and regulations relating to administration of this Plan,
and (g) make all other determinations and take all other actions deemed
necessary, appropriate, or advisable for the proper administration of this Plan.
The actions of the Committee in exercising all of the rights, powers, and
authorities set out in this Article and all other Articles of this Plan, when
performed in good faith and in its sole judgment, shall be final, conclusive and
binding on all parties. When appropriate the Plan shall be administered in order
to qualify certain of the Options granted under it as "incentive stock options"
described in Section 422 of the Code ("Incentive Stock Options").
<PAGE>
3. DEDICATED SHARES. The stock subject to the Options and other
provisions of the Plan shall be shares of the Company's Common Stock, $.01 par
value (the "Stock"). The total number of shares of Stock with respect to which
Incentive Stock Options may be granted shall be 1,700,000 shares. The maximum
number of shares subject to Options which may be issued to any Optionee under
this Plan during any period of three consecutive years is 500,000 shares. The
class and aggregate number of shares which may be subject to the Options granted
hereunder shall be subject to adjustment in accordance with the provisions of
Paragraph 17 hereof.
In the event that an outstanding Option expires or is surrendered for any
reason or terminates by reason of the death or other severance of employment of
the Optionee, the shares of Stock allocable to the unexercised portion of that
Option may again be subject to an Option under the Plan.
4. AUTHORITY TO GRANT OPTIONS. The Committee may grant the following
Options at any time during the term of this Plan to any eligible individual that
it chooses:
(1) "Incentive Stock Options". The Committee may grant to an
eligible employee an Option, or Options, to buy a stated number of
shares of Stock under the terms and conditions of the Plan, which
Option or Options would be an "incentive stock option" within the
meaning of Section 422 of the Code.
(2) "Nonqualified Stock Options". The Committee may grant to an
eligible individual an Option, or Options, to buy a stated number of
shares of Stock under the terms and conditions of the Plan, which
Option or Options would not constitute an "incentive stock option"
within the meaning of Section 422 of the Code.
Each Option granted shall be approved by the Committee. Subject only to
any applicable limitations set forth in this Plan, the number of shares of Stock
to be covered by an Option shall be as determined by the Committee.
5. ELIGIBILITY. The individuals who shall be eligible to receive
Incentive Stock Options shall be those full-time key employees, including
officers and directors if they are employees, of the Company, or of any parent
or subsidiary corporation, as the Committee shall determine during the term of
this Plan. However, no employee who owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the corporation employing
the employee or of its parent or subsidiary corporation shall be eligible to
receive an Incentive Stock Option unless at the time that the Option is granted
the option price is at least 110% of the fair market value (as defined in this
Section 5) of the Stock at the time the Option is granted and the Option by its
own terms is not exercisable after the expiration of five years from the date
the Option is granted.
An employee will be considered as owning the stock owned, directly or
indirectly, by or for his brothers and sisters (whether by the whole or half
blood), spouse, ancestors, and lineal descendants. Stock owned, directly or
indirectly, by or for a corporation, partnership, estate or trust will be
considered as being owned proportionately by or for its shareholders, partners
or beneficiaries. For all purposes of this Plan, a parent corporation is any
corporation (other than the Company) in an unbroken chain of corporations ending
with the Company if, on the date of grant of the Option in question, each of the
corporations other than the Company owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in that chain; and a subsidiary corporation is any corporation in
an unbroken chain of corporations beginning with the Company if, on the date of
grant of the Option in question, each of the
<PAGE>
corporations, other than the last corporation in the chain, owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in that chain.
The individuals who shall be eligible to receive Nonqualified Stock Options
shall be such individuals as the Committee shall determine during the term of
this Plan.
No individual shall be eligible to receive an Option under the Plan while
that individual is a member of the Committee.
As used in this Plan, "fair market value" of the Stock as of any date means
(a) the closing price on that date on the principal securities exchange on which
the Stock is listed; or (b) if the Stock is not listed on a securities exchange,
the closing price of the Stock on that date as reported on The National
Association of Securities Dealers (the "NASD") Automated Quotation System
("Nasdaq") Stock Market's National Market; or (c) if the Stock is not listed on
The Nasdaq Stock Market's National Market, the average of the high and low bid
quotations for the Stock on that date as reported by the National Quotation
Bureau Incorporated; or (d) if none of the foregoing is applicable, an amount,
at the election of the Committee equal to (x) the average between the closing
bid and ask prices per share of Stock on the last preceding date on which those
prices were reported or (y) the value of the Stock as determined in good faith
by the Committee in its sole discretion.
6. OPTION PRICE. The price at which shares may be purchased pursuant to
an Incentive Stock Option shall be not less than the fair market value of the
shares of Stock on the date the Option is granted. The price at which shares
may be purchased pursuant to a Nonqualified Stock Option shall be not less than
the fair market value of the shares of Stock on the date the Option is granted.
The Committee in its discretion may provide that the price at which shares may
be purchased shall be more than the minimum price required. If an employee owns
stock possessing more than 10% of the total combined voting power of all classes
of stock of the corporation employing the employee or of its parent or
subsidiary corporation, the option price at which shares may be purchased under
an Incentive Stock Option shall be not less than 110% of the fair market value
of the Stock on the date the Option is granted.
7. DURATION OF OPTIONS. No Incentive Stock Option shall be exercisable
after the expiration of ten years from the date such Option is granted. The
Committee in its discretion may provide that the Option shall be exercisable
throughout the ten-year period or during any lesser period of time commencing on
or after the date of grant of the Option and ending upon or before the
expiration of the ten-year period. If an employee owns stock possessing more
than 10% of the total combined voting power of all classes of stock of the
corporation employing the employee or of its parent or subsidiary corporation,
no Incentive Stock Option shall be exercisable after the expiration of five
years from the date such Option is granted. No Nonqualified Stock Option shall
be exercisable after the expiration of ten years from the date such Option is
granted. The Committee in its discretion may provide that the Option shall be
exercisable throughout the ten-year period or during any lesser period of time
commencing on or after the date of grant of the Option and ending upon or before
the expiration of the ten-year period.
8. $100,000 LIMITATION ON INCENTIVE STOCK OPTIONS. To the extent that
the aggregate fair market value (determined as of the time an Incentive Option
is granted) of the Stock with respect to which Incentive Options first become
exercisable by the Optionee during any calendar year (under this Plan and any
other incentive stock option plan(s) of the Company or any parent corporation or
subsidiary corporation) exceeds $100,000, the Incentive Options shall be treated
as Nonqualified Options. In making this determination, Incentive Options shall
be taken into account in the order in which they were granted.
<PAGE>
9. AMOUNT EXERCISABLE. Each Option may be exercised, so long as it is
valid and outstanding, from time to time in part or as a whole, in the manner
and subject to the conditions that the Committee in its discretion may provide
in the Option agreement. However, the Committee in its absolute discretion may
accelerate the time at which any outstanding Option may be exercised.
Notwithstanding any provision of this Plan or an Option agreement to the
contrary, no Option awarded under this Plan after May 5, 1997, may be exercised
before this amendment and restatement of this Plan is approved by the
stockholders of the Company.
10. EXERCISE OF OPTIONS. Each Option shall be exercised by the delivery
of written notice to the Company setting forth the number of shares of Stock
with respect to which the Option is to be exercised, together with cash,
certified check, bank draft or postal or express money order payable to the
order of the Company for an amount equal to the exercise price of such shares,
and specifying the address to which the certificates for such shares are to be
mailed. As promptly as practicable after receipt of written notification and
payment, the Company shall deliver to the Optionee certificates for the number
of shares with respect to which the Option has been exercised, issued in the
Optionee's name. Delivery of the shares shall be deemed effected for all
purposes when a stock transfer agent of the Company shall have deposited the
certificates in the United States mail, addressed to the Optionee, at the
address specified by the Optionee in his notice of exercise.
11. TRANSFERABILITY OF OPTIONS. Options shall not be transferable by the
Optionee except by will or under the laws of descent and distribution, and shall
be exercisable, during his lifetime, only by him.
12. TERMINATION OF EMPLOYMENT OR AFFILIATION OF OPTIONEE. Except as
otherwise expressly provided herein or in the Option agreement, Incentive Stock
Options shall terminate at 5:00 p.m., Oklahoma City time, on the 60th day
immediately following the date of severance of employment of the Optionee from
the Company for any reason, with or without cause, other than death or
retirement for age or disability under the then established rules of the
Company, and Nonqualified Stock Options shall terminate at 5:00 p.m., Oklahoma
City time, on the 60th day immediately following the date of the severance of
the employment or affiliation relationship between the Company and the Optionee
for any reason with or without cause other than death or retirement for age or
disability under the then established rules of the Company. Whether authorized
leave of absence or absence on military or government service shall constitute
severance of the employment or affiliation relationship between the Company and
the Optionee shall be determined by the Committee at that time. After such
severance of an Optionee holding either an Incentive Stock Option or
Nonqualified Stock Option, such Optionee shall have the right, at any time prior
to such termination, to exercise the Option to the extent to which he was
entitled to exercise it immediately prior to his severance.
If, before the expiration of an Incentive Stock Option or a Nonqualified
Stock Option held by an employee of the Company, the Optionee shall be retired
from the employ of the Company because of his age or disability under the then
established rules of the Company, such Incentive Stock Option or Non-incentive
Stock Option, as the case may be, shall terminate on the earlier of such date of
expiration or one day less than three months after his retirement. If, before
the expiration of a Nonqualified Stock Option held by an Optionee who is not an
employee of the Company, the Optionee's affiliation with the Company shall be
severed for age or disability under the then established rules of the Company,
such Nonqualified Stock Option shall terminate on the earlier of such date of
expiration or one day less than three months after his severance of affiliation.
In the event of retirement for age or disability, or severance of affiliation
for age or disability, as the case may be, the Optionee shall have the right
prior to the termination of the Option to exercise the Option to the extent to
which he was entitled to exercise it immediately prior to such retirement or
severance of affiliation for age or disability, as the case may be.
<PAGE>
In the event of the death of a holder of an Incentive Stock Option while in
the employ of the Company or during the period after the retirement of the
employee for age or disability and before the date of expiration of the Option,
such Option will terminate on the earlier of such date of expiration or one year
following the date of his death. In the event of the death of a holder of a
Nonqualified Stock Option while in the employ of, or affiliated with, the
Company or during the period after the retirement of the holder for age or
disability or after the severance of his affiliation with the Company for age or
disability, as the case may be, and before the date of expiration of the Option,
the Option will terminate on the earlier of such date of expiration or one year
following the date of his death. After the death of an Optionee holding either
an Incentive Stock Option or a Nonqualified Stock Option, his executors,
administrators or any persons to whom his Option may be transferred by will or
by the laws of descent and distribution shall have the right, at any time prior
to such termination, to exercise the Option to the extent to which he was
entitled to exercise it immediately prior to his death.
An employment relationship between the Company and the Optionee shall be
deemed to exist during any period in which the Optionee is employed by the
Company, by any parent or subsidiary corporation, by a corporation issuing or
assuming a stock option in a transaction to which Section 424(a) of the Code
applies, or by a parent or subsidiary corporation of the corporation issuing or
assuming a stock option. For this purpose, the phrase "corporation issuing or
assuming a stock option" shall be substituted for the word "Company" in the
definitions of parent and subsidiary corporations in Section 5 and the
parent-subsidiary relationship shall be determined at the time of the corporate
action described in Section 424(a) of the Code.
13. FORFEITURES. Notwithstanding any other provision of this Plan, if the
Committee finds by a majority vote, that the Optionee, before or after
termination of his employment or affiliation with the Company or any parent or
subsidiary corporation (as used in this Section, the "Employer"), committed
fraud, embezzlement, theft, commission of felony, or proven dishonesty in the
course of his employment by or affiliation with the Employer which conduct
damaged the Employer, or for disclosing trade secrets of the Employer, then any
outstanding options which have not been exercised by the Optionee will be
forfeited. The decision of the Committee as to the cause of an Optionee's
discharge, the damage done to the Employer and the extent of the Optionee's
competitive activity will be final. No decision of the Committee, however, will
affect the finality of the discharge of the Optionee by the Employer.
14. REQUIREMENTS OF LAW. The Company shall not be required to sell or
issue any shares under any Option if issuing the shares shall constitute a
violation by the Optionee or the Company of any provisions of any law or
regulation of any governmental authority. Each Option granted under this Plan
shall be subject to the requirements that, if at any time the Board of Directors
of the Company or the Committee shall determine that the listing, registration
or qualification of the shares upon any securities exchange or under any state
or federal law of the United states or of any other country or governmental
subdivision, or the consent or approval of any governmental regulatory body, or
investment or other representations, are necessary or desirable in connection
with the issue or purchase of shares subject to an Option, that Option shall not
be exercised in whole or in part unless the listing, registration,
qualification, consent, approval or representations shall have been effected or
obtained free of any conditions not acceptable to the Committee. In connection
with any applicable statute or regulation relating to the registration of
securities, upon exercise of any Option, the Company shall not be required to
issue any Stock unless the Committee has received evidence satisfactory to it to
the effect that the holder of that Option will not transfer the Stock except in
accordance with applicable law, including receipt of an opinion of counsel
satisfactory to the Company to the effect that any proposed transfer complies
with applicable law. Any determination by the Committee on these matters shall
be final, binding and conclusive. In the event the shares issuable on exercise
of an Option are not registered under applicable
<PAGE>
securities laws of any country or any political subdivision the Company may
imprint on the certificate for such shares the following legend or any other
legend which counsel for the Company considers necessary or advisable to
comply with applicable law:
"The shares of stock represented by this certificate have not been
registered under the Securities Act of 1933 or under the securities
laws of any state and may not be sold or transferred except upon
registration or upon receipt by the Company of an opinion of counsel
satisfactory to the Company, in form and substance satisfactory to the
Company, that registration is not required for a sale or transfer."
The Company may, but shall in no event be obligated to, register any securities
covered by this Plan under applicable securities laws of any country or
political subdivision (as now in effect or as later amended) and, in the event
any shares are registered, the Company may remove any legend on certificates
representing those shares. The Company shall not be obligated to take any other
affirmative action in order to cause the exercise of an Option or the issuance
of shares under the Option to comply with any law or regulation or any
governmental authority.
15. NO RIGHTS AS STOCKHOLDER. No Optionee shall have rights as a
stockholder with respect to shares covered by his Option until the date a stock
certificate is issued for the shares. Except as provided in Section 17, no
adjustment for dividends, or other matters shall be made if the record date is
prior to the date the certificate is issued.
16. EMPLOYMENT OR AFFILIATION OBLIGATION. The granting of any Option
shall not impose upon the Company any obligation to employ or become affiliated
with or continue to employ or be affiliated with any Optionee. The right of the
Company to terminate the employment or affiliation of any person shall not be
diminished or affected by reason of the fact that an Option has been granted to
him.
17. CHANGES IN THE COMPANY'S CAPITAL STRUCTURE. The existence of
outstanding Options shall not affect in any way the right or power of the
Company or its stockholders to make or authorize any or all adjustments,
recapitalizations, reorganizations or other changes in the Company's capital
structure or its business, or any merger or consolidation of the Company, or any
issue of bonds, debentures, preferred or prior preference stock ahead of or
affecting the Stock or the rights of the Stock, or the dissolution or
liquidation of the Company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.
If the Company shall effect a subdivision or consolidation of shares or
other capital readjustment, the payment of a stock dividend, or other increase
or reduction of the number of shares of the Stock outstanding, without receiving
compensation for it in money, services or property, then (a) the number, class
and per share price of shares of stock subject to outstanding Options under this
Plan shall be appropriately adjusted in a manner as to entitle an Optionee to
receive upon exercise of an Option, for the same aggregate cash consideration,
the same total number and class or classes of shares as he would have received
had he exercised his Option in full immediately prior to the event requiring the
adjustment; and (b) the number and class of shares then reserved for issuance
under the Plan shall be adjusted by substituting for the total number and class
of shares of stock then reserved for the number and class or classes of shares
of stock that would have been received by the owner of an equal number of
outstanding shares of Stock as the result of the event requiring the adjustment.
If the Company merges or consolidates with another corporation, whether or
not the Company is a surviving corporation, or if the Company is liquidated or
sells or otherwise disposes of substantially all its assets while
<PAGE>
unexercised Options remain outstanding under the Plan, or if any "person" (as
that term is used in Section 13(d) and 14(d)(2) of the Securities Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of
securities of the Company representing greater than 50% of the combined
voting power of the Company's then outstanding securities, after the
effective date of the merger, consolidation, liquidation, sale or other
disposition, or change in beneficial ownership, as the case may be, each
holder of an outstanding Option shall be entitled, upon exercise of an
Option, to receive, in lieu of shares of Stock, the number and class or
classes of shares of stock or other securities or property to which the
holder would have been entitled if, immediately prior to the merger,
consolidation, liquidation, sale or other disposition, or change in
beneficial ownership, the holder had been the holder of record of the number
of shares of Stock equal to the entire number of shares as to which the
Option may be exercised regardless of and without giving effect to any
limitations set out in or imposed pursuant to this Plan or any Option granted
hereunder.
Except as expressly provided before in this Plan, the issue by the Company
of shares of stock of any class, or securities convertible into shares of stock
of any class, for cash or property, or for labor or services either upon direct
sale or upon the exercise of rights or warrants to subscribe for shares, or upon
conversion of shares or obligations of the Company convertible into shares or
other securities, shall not affect, and no adjustment by reason of it shall be
made with respect to, the number or price of shares of Stock then subject to
outstanding Options.
18. SUBSTITUTION OPTIONS. Options may be granted under this Plan from
time to time in substitution for stock options held by employees of other
corporations who are about to become employees of the Company, or whose employer
is about to become a parent or subsidiary corporation, conditioned in the case
of an Incentive Stock Option upon the employee becoming an employee as the
result of a merger or consolidation of the Company with another corporation, or
the acquisition by the Company of substantially all the assets of another
corporation, or the acquisition by the Company of at least 50% of the issued and
outstanding stock of another corporation as the result of which it becomes a
subsidiary of the Company. The terms and conditions of the substitute Options
granted may vary from the terms and conditions of this Plan to the extent the
Board of Directors of the Company at the time of grant may deem appropriate to
conform, in whole or in part, to the provisions of the stock options in
substitution for which they are granted. But with respect to Incentive Stock
Options, no variation shall be made which will affect the status of any
substitute option as an "incentive stock option" under Section 422 of the Code.
19. AMENDMENT OR TERMINATION OF PLAN. The Board of Directors may modify,
revise or terminate this Plan at any time and from time to time. However,
without the further approval of the holders of at least a majority of the
outstanding shares of voting stock, or if the provisions of the corporate
charter, by-laws or applicable state law prescribe a greater degree of
stockholder approval for this action, without the degree of stockholder approval
thus required, the Board of Directors may not (a) change the aggregate number of
shares which may be issued under Options pursuant to the provisions of this
Plan; (b) reduce the Option price permitted for Incentive Stock Options;
(c) extend the term during which an Incentive Stock Option may be exercised or
the termination date of this Plan; (d) change the class of employees eligible to
receive Incentive Stock Options; or (e)(i) materially increase the benefits
accruing to participants under the Plan, (ii) materially increase the number of
securities which may be issued under the Plan or (iii) materially modify the
requirements as to eligibility for participation in the Plan. The Board of
Directors, however, shall have the power to make all changes in the Plan and in
the regulations and administrative provisions under the Plan or in any
outstanding Option as in the opinion of counsel for the Company may be necessary
or appropriate from time to time to enable any Option granted pursuant to the
Plan to qualify as an incentive stock option under Section 422 of the Code and
the regulations which may be issued under that Section as in existence from time
to time. All
<PAGE>
Options granted under this Plan shall be subject to the terms and provisions
of this Plan and any amendment, modification or revision of this Plan shall
be deemed to amend, modify or revise all Options outstanding under this Plan
at the time of the amendment, modification or revision. In the event this
Plan is terminated by action of the Board of Directors, all Options
outstanding under this Plan may be terminated.
20. WRITTEN AGREEMENT. Each Option granted under this Plan shall be
embodied in a written agreement, which shall be subject to the terms and
conditions prescribed above, and shall be signed by the Optionee and by an
officer of the Company on behalf of the Committee and the Company. Each Option
agreement shall contain any other provisions that the Committee in its
discretion shall deem advisable which are not inconsistent with the terms of
this Plan.
21. INDEMNIFICATION OF THE COMMITTEE AND THE BOARD OF DIRECTORS. The
Company will, to the fullest extent permitted by law, indemnify, defend and hold
harmless any person who at any time is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding
(whether civil, criminal, administrative or investigative) in any way relating
to or arising out of this Plan or any Option or Options granted under it by
reason of the fact that that person is or was at any time a director of the
Company or a member of the Committee against judgments, fines, penalties,
settlements and reasonable expenses (including attorneys' fees) actually
incurred by that person in connection with the action, suit or proceeding. This
right of indemnification will inure to the benefit of the heirs, executors and
administrators of each person to be protected and is in addition to all other
rights to which that person may be entitled by virtue of the by-laws of the
Company or as a matter of law, contract or otherwise.
22. TAX WITHHOLDING. The Company shall be entitled to deduct from other
compensation payable to each employee any sums required by federal, state or
local tax law to be withheld with respect to the grant or exercise of an Option.
In the alternative, the Company may require the employee (or other individual
exercising the Option) to pay the sum directly to the Company. If the employee
(or other individual exercising the Option) is required to pay the sum directly,
payment in cash or by check of such sums for taxes shall be delivered within ten
days after the date of exercise. The Company shall have no obligation upon
exercise of any Option until payment has been received, unless withholding (or
offset against a cash payment) as of or prior to the date of exercise is
sufficient to cover all sums due with respect to that exercise. The Company
shall not be obligated to advise an employee of the existence of the tax or the
amount which the employer corporation will be required to withhold.
23. GENDER. If the context requires, words of one gender when used in
this Plan shall include the others and words used in the singular or plural
shall include the other.
24. HEADINGS. Headings of Sections are included for convenience of
reference only and do not constitute part of this Plan and shall not be used in
construing the terms of this Plan.
25. OTHER OPTIONS. The grant of an Option shall not confer upon an
Optionee the right to receive any future or other Options under this Plan,
whether or not Options may be granted to similarly situated Optionees, or the
right to receive future Options upon the same terms or conditions as previously
granted.
26. ARBITRATION OF DISPUTES. Any controversy arising out of or relating
to this Plan or an Option Agreement shall be resolved by arbitration conducted
pursuant to the arbitration rules of the American Arbitration Association. The
arbitration shall be final and binding on the parties.
<PAGE>
27. GOVERNING LAW. The provisions of this Plan shall be construed,
administered, and governed under the laws of the State of Delaware.
28. EFFECTIVE DATE OF PLAN. This Plan restates and integrates, and
also amends, the UroCor, Inc. 1992 Amended and Restated Stock Option Plan
adopted effective March 15, 1996.
The Plan shall become effective and shall be deemed to have been adopted on
May 5, 1997, if within one year of that date it has been approved by the holders
of at least a majority of the outstanding shares of voting stock of the Company
voting in person or by proxy at a duly held stockholders' meeting, or if the
provisions of the corporate charter, by-laws or applicable state law prescribe a
greater degree of stockholder approval for this action, the approval by the
holders of that percentage, at a duly held meeting of stockholders.
No Options shall be granted pursuant to the Plan after September 24, 2002.
<PAGE>
FIRST AMENDMENT
TO
UROCOR, INC.
SECOND AMENDED AND RESTATED 1992 STOCK OPTION PLAN
ADOPTED BY THE BOARD OF DIRECTORS APRIL 16, 1998
AND
BY THE STOCKHOLDERS JUNE 22, 1998
Paragraph 3 of the UroCor, Inc. Second Amended and Restated 1992 Stock
Option Plan is hereby deleted in its entirety and replaced by the following:
3. DEDICATED SHARES. The stock subject to the Options and
other provisions of the Plan shall be shares of the Company's Common Stock,
$.01 par value (the "Stock"). The total number of shares of Stock with
respect to which Incentive Stock Options may be granted shall be 2,000,000
shares. The maximum number of shares subject to Options which may be issued
to any Optionee under this Plan during any period of three consecutive years
is 500,000 shares. The class and aggregate number of shares which may be
subject to the Options granted hereunder shall be subject to adjustment in
accordance with the provisions of Paragraph 17 hereof.
In the event that an outstanding Option expires or is surrendered for
any reason or terminates by reason of the death or other severance of
employment of the Optionee, the shares of Stock allocable to the unexercised
portion of that Option may again be subject to an Option under the Plan.
Except as expressly amended by this First Amendment, the UroCor, Inc.
Second Amended and Restated 1992 Stock Option Plan shall continue in full force
and effect in accordance with its terms.
<PAGE>
EXHIBIT 5.1
<PAGE>
FULBRIGHT & JAWORSKI L.L.P.
A Registered Limited Liability Partnership houston
1301 McKinney, Suite 5100 washington, d.c.
Houston, Texas 77010-3095 austin
telephone: 713/651-5151 san antonio
telex: 76-2829 dallas
facsimile: 713/651-5246 los angeles
london
hong kong
June 29, 1998
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 600,000 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. Second Amended and Restated 1992 Stock Option
Plan, as amended (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
<PAGE>
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. Second Amended and Restated 1992 Stock
Option Plan, as amended, of our report dated January 28, 1998, included in
UroCor, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1997.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
June 25, 1998.
