As filed with the Securities and Exchange Commission on April 3, 1997
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
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INTEGRATED MEDICAL RESOURCES, INC.
(Exact name of Registrant as specified in its charter)
Kansas 48-1096410
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11320 West 79th Street
Lenexa, Kansas 66214
(Address, including zip code, of Registrant's principal executive offices)
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
(Full title of the Plan)
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Troy A. Burns, M.D.
Chief Executive Officer, Chief Medical Officer and Chairman of the Board
Integrated Medical Resources, Inc.
11320 West 79th Street
Lenexa, Kansas 66214
(913)962-7201
(Name, address and telephone number,including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
maximum maximum
offering aggregate Amount of
Title of securities Amount to be price per offering registration
to be registered registered share price fee
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Common Stock,
par value $.001 per
share 100,000 shares $7.00(1) $700,000(1) $213(1)
===============================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 under the Securities Act of 1933.
EXPLANATORY NOTE
As permitted by the rules of the Securities and Exchange Commission
(the "Commission"), this Registration Statement omits the information
specified in Part I of Form S-8.
i
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3: INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by Integrated Medical
Resources, Inc. (the "Company") are incorporated in this Registration Statement
on Form S-8 (the "Registration Statement") by reference:
1. The Company's Annual Report on Form 10-KSB for the fiscal year ended
December 31, 1996; and
2. The description of the Company's Common Stock set forth in the Form 8-A
Registration Statement effective November 6, 1996.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), prior to the filing of a post-effective amendment which
indicates that all securities offered hereunder have been sold or which
deregisters all of the securities offered then remaining unsold, shall be deemed
to be incorporated herein by reference 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
Section 17-6305 of the Kansas General Corporation Code confers broad powers
upon corporations incorporated in that State with respect to indemnification of
any person against liabilities incurred by reason of the fact that such person
is or was a director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director, officer, employee
or agent of another corporation or other business entity. The provisions of
Section 17-6305 are not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement or otherwise.
In appropriate circumstances, as permitted by the Kansas General
Corporation Code, the Amended and Restated Articles of Incorporation and the
Amended and Restated Bylaws of the Company allow the Company to limit the
liability of directors, officers, employees or agents of the Company and persons
serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
(the "Indemnitee"). In all such cases, unless ordered by a court,
indemnification is permissible only if the Indemnitee has met the applicable
standard of conduct
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as determined by: (i) a majority vote of a quorum of the
Board of Directors not a party to the action, suit or proceeding; (ii) a
quorum of disinterested directors; (iii) independent legal counsel; or
(iv) the stockholders of the Company. In general, an Indemnitee has met the
standard of conduct if he or she acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of the
Company or, in the case of criminal actions or proceedings, if the Indemnitee
had no reasonable cause to believe his or her conduct was unlawful. However,
with respect to actions or suits by or in the right of the Company to procure a
judgment in its favor, if the Indemnitee is adjudged liable for negligence or
misconduct in the performance of his or her duty to the Company,
indemnification is only provided if the court in which the action or suit was
brought determines it is proper.
The Company has obtained liability insurance coverage for its officers and
directors with respect to certain actions arising out of the performance of such
officer's or director's duty in his or her capacity as such, subject to certain
exclusions.
ITEM 7: EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8: EXHIBITS
4.1 Amended and Restated Articles of Incorporation as filed with the
Secretary of State of Kansas (incorporated by reference to Exhibit
3(a)(ii) to the Company's Amendment No. 1 to the Form SB-2 Registration
Statement (No. 333-5414-D) filed on September 13, 1996).
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3(b)(ii) to the Company's Amendment No. 1 to the Form SB-2 Registration
Statement filed on September 13, 1996).
4.3 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4(a) to the Company's Amendment No. 1 to the Form SB-2
Registration Statement filed on September 13, 1996).
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
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ITEM 9: UNDERTAKINGS
Rule 415 Offering.
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The undersigned Company 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;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
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;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) do not apply if the information
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required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act
of 1934 that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, 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.
Incorporation of Subsequent Exchange Act Documents by Reference.
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The undersigned Company hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the Company's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
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Form S-8 Registration Statement.
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Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Company pursuant to the foregoing provisions, or otherwise, the Company has been
advised that in the opinion of the Securities Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Company of expenses incurred or
paid by a director, officer or controlling person of the Company 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 Company 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 Act and will be governed by the final adjudication of
such issue.
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SIGNATURES
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Pursuant to the requirements of the Securities Act of 1933, the Company
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 Lenexa, State of Kansas, on April 2, 1997.
INTEGRATED MEDICAL RESOURCES, INC.
By: /s/ Troy A. Burns, M.D.
----------------------------------------
Troy A. Burns, M.D.
Chief Executive Officer, Chief Medical Officer
and Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on April 2, 1997.
SIGNATURE TITLE
/s/ Troy A. Burns, M.D.
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Troy A. Burns, M.D. Chief Executive Officer, Chief Medical Officer
and Chairman of the Board
(Principal Executive Officer)
/s/ Beverly O. Elving
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Beverly O. Elving Chief Financial Officer and Vice President,
Finance and Administration
(Principal Financial and Accounting Officer)
/s/ T Scott Jenkins
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T. Scott Jenkins President, Chief Operating Officer and Director
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/s/ Samuel D. Colella
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Samuel D. Colella Director
by Troy A. Burns, M.D.
as attorney-in-fact
/s/ John K. Tillotson, M.D.
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John K. Tillotson, M.D. Director
by Troy A. Burns, M.D.
as attorney-in-fact
/s/ Alan D. Frazier
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Alan D. Frazier Director
by Troy A. Burns, M.D.
as attorney-in-fact
/s/ Bruce A. Hazuka
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Bruce A. Hazuka Director
by Troy A. Burns, M.D.
as attorney-in-fact
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EXHIBIT NO. DESCRIPTION OF EXHIBITS
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4.1 Amended and Restated Articles of Incorporation as filed with the
Secretary of State of Kansas (incorporated by reference to Exhibit
3(a)(ii) to the Company's Amendment No. 1 to the Form SB-2 Registration
Statement (No. 333-5414-D) filed on September 13, 1996).
4.2 Amended and Restated Bylaws (incorporated by reference to Exhibit
3(b)(ii) to the Company's Amendment No. 1 to the Form SB-2 Registration
Statement filed on September 13, 1996).
4.3 Specimen of Common Stock Certificate (incorporated by reference to
Exhibit 4(a) to the Company's Amendment No. 1 to the Form SB-2
Registration Statement filed on September 13, 1996).
5.1 Opinion of Blackwell Sanders Matheny Weary & Lombardi L.C.
23.1 Consent of Blackwell Sanders Matheny Weary & Lombardi L.C. (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
24.1 Powers of Attorney.
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EXHIBIT 5.1
[Blackwell Sanders logo]
April 2, 1997
Integrated Medical Resources, Inc.
11320 West 79th Street
Lenexa, Kansas 66214
Ladies and Gentlemen:
We refer to the Registration Statement of Integrated Medical Resources,
Inc. (the "Company") on Form S-8 to be filed with the Securities and Exchange
Commission for the purpose of registering under the Securities Act of 1933, as
amended, 100,000 shares of the Company's common stock, par value $.001 per share
(the "Common Stock"), to be issued under the Non-Employee Director Stock Option
Plan (the "Plan").
We are familiar with the proceedings to date with respect to such proposed
sale and have examined such records, documents and matters of law and satisfied
ourselves as to such matters of fact as we have considered relevant for the
purposes of this opinion.
Based upon the foregoing, it is our opinion that the 100,000 shares of
Common Stock to be issued under the Plan have been duly authorized, and, when
purchased in accordance with the Plan, will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Blackwell Sanders Matheny Weary & Lombardi L.C.
EXHIBIT 23.2
Consent of Independent Auditors
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333- ) pertaining to the Non-Employee Director Stock Option
Plan of Integrated Medical Resources, Inc. of our report dated February 14,
1997, with respect to the consolidated financial statements of Integrated
Medical Resources, Inc. included in its Annual Report (Form 10-KSB) for the
year ended December 31, 1996, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Ernst & Young LLP
Kansas City Missouri
April 1, 1997
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ Troy A. Burns, M.D.
---------------------------------------
Troy A. Burns, M.D.
Chief Executive Officer, Chief Medical
Officer and Chairman of the Board
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ T. Scott Jenkins
-----------------------------------------
T. Scott Jenkins
President, Chief Operating Officer and
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ Beverly O. Elving
---------------------------------------
Beverly O. Elving
Chief Financial Officer and
Vice President, Finance and
Administration
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ Samuel D. Colella
-------------------------------------
Samuel D. Colella
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ John K. Tillotson, M.D.
-------------------------------------
John K. Tillotson, M.D.
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ Alan D. Frazier
---------------------------------------
Alan D. Frazier
Director
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned does hereby appoint
Troy A. Burns, M.D. and T. Scott Jenkins, attorney for the undersigned and in
the name of and on behalf of the undersigned to sign a Registration Statement on
Form S-8 to be filed by Integrated Medical Resources, Inc., together with any
and all amendments which might be required from time to time with respect
thereto, to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, with respect to the registration with the Securities and
Exchange Commission of shares of common stock of Integrated Medical Resources,
Inc., with full power and authority in said attorney to do and perform in the
name of and on behalf of the undersigned every act whatsoever necessary or
desirable to be done in connection therewith as fully and to all intents and
purposes as the undersigned might or could do in person.
Executed this 31st day of March, 1997.
/s/ Bruce A. Hazuka
--------------------------------------
Bruce A. Hazuka
Director