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As filed with the Securities and Exchange Commission on June 29, 1998
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 Identification No.)
incorporation or organization)
800 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
(Address of Principal Executive Offices) (Zip Code)
UROCOR, INC. 1997 NON-EMPLOYEE DIRECTOR 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) 651-5107
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 BE PROPOSED MAXIMUM OFFERING PROPOSED MAXIMUM AMOUNT OF
REGISTERED AMOUNT TO BE REGISTERED PRICE PER SHARE(1) AGGREGATE OFFERING PRICE(1) REGISTRATION FEE
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Common Stock, $.01 par
value 100,000 shares (2) $6.9375 $693,750 $205
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(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. 1997
Non-Employee Director 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 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.
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 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.
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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.
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. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
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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. 1997 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the
Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 1997, filed with the Commission on
August 11, 1997).
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).
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ITEM 9. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
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(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
(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.
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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 23rd day of June, 1998.
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 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.
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Signature Title Date
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/s/ WILLIAM A. HAGSTROM Chairman of the Board, President and Chief June 23, 1998
- --------------------------------- Executive Officer
William A. Hagstrom (Principal Executive Officer)
/s/ MICHAEL N. MCDONALD Vice President and Chief Financial Officer June 23, 1998
- --------------------------------- (Principal Financial and
Michael N. McDonald Accounting Officer)
/s/ AARON BEAM, JR. Director June 23, 1998
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Aaron Beam, Jr.
- --------------------------------- Director June __, 1998
Paul A. Brown, M.D.
/s/ HERBERT J. CONRAD Director June 23, 1998
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Herbert J. Conrad
/s/ MICHAEL E. HERBERT Director June 23, 1998
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Michael E. Herbert
- --------------------------------- Director June __, 1998
Thomas C. Ramey
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/s/ LOUIS M. SHERWOOD, M.D. Director June 23, 1998
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Louis M. Sherwood, M.D.
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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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. 1997 Non-Employee Director Stock Option Plan
(incorporated by reference to Exhibit 10.2 to the Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997, filed with the Commission on August 11, 1997).
* 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).
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*Filed herewith
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EXHIBIT 5.1
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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 100,000 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. 1997 Non-Employee Director 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.
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EXHIBIT 23.1
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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. 1997 Non-Employee Director Stock Option Plan 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
