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As filed with the Securities and Exchange Commission on August 29, 2000
Registration No. 333-
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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 Identification
incorporation or organization) No.)
840 RESEARCH PARKWAY
OKLAHOMA CITY, OKLAHOMA 73104
(Address of Principal Executive (Zip Code)
Offices)
UROCOR, INC. 1997 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
MICHAEL W. GEORGE
PRESIDENT AND CHIEF EXECUTIVE OFFICER
UROCOR, INC.
840 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
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 AMOUNT TO BE REGISTERED PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
BE REGISTERED OFFERING PRICE PER SHARE AGGREGATE OFFERING PRICE(1) REGISTRATION FEE(1)
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Common Stock, $.01 par 100,000 shares (2) $5.97 $597,000 $158.00
value
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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 August 24, 2000.
(2) Includes an indeterminable number of shares of Common Stock issuable as
a result of the anti-dilution provisions of the 1997 Non-Employee
Director Stock Option Plan.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
This Registration Statement registers additional securities of the
same class as other securities for which a registration statement on this
Form (Registration No. 333-58013, the "Earlier Registration Statement")
relating to the UroCor Inc.1997 Non-Employee Director Stock Option Plan (the
"1997 Plan") is effective. Pursuant to Instruction E to Form S-8, the
contents of the Earlier Registration Statement are incorporated herein by
reference.
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ITEM 8. EXHIBITS.
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4.1 -- Amendment to UroCor, Inc. 1997 Non-Employee Director Stock Option Plan.
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-2).
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II-1
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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 25th day of August, 2000.
UROCOR, INC.
By: /s/ BRUCE C. HAYDEN
------------------------------------------
Bruce C. Hayden
Senior Vice President, Chief Financial
Officer, Secretary and Treasurer
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 Michael W. George and Bruce
C. Hayden, 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/ MICHAEL W. GEORGE President, Chief Executive Officer and Director August 25, 2000
------------------------------ (Principal Executive Officer)
Michael W. George
Senior Vice President, Chief Financial Officer,
/s/ BRUCE C. HAYDEN Secretary and Treasurer (Principal Financial and August 25, 2000
------------------------------ Accounting Officer)
Bruce C. Hayden
/s/ HERBERT J. CONRAD Chairman of the Board and Director August 25, 2000
------------------------------
Herbert J. Conrad
/s/ AARON BEAM, JR. Director August 25, 2000
------------------------------
Aaron Beam, Jr.
/s/ MICHAEL E. HERBERT Director August 25, 2000
------------------------------
Michael E. Herbert
/s/ MICHAEL R. MILLER Director August 25, 2000
------------------------------
Michael R. Miller
/s/ THOMAS C. RAMEY Director August 25, 2000
------------------------------
Thomas C. Ramey
/s/ LOUIS M. SHERWOOD, M.D. Director August 25, 2000
------------------------------
Louis M. Sherwood, M.D.
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II-2
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
<S> <C>
4.1 Amendment to UroCor, Inc. 1997 Non-Employee Director Stock Option Plan.
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-2).
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