SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
For Registration of Certain Classes or Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
INNOVATIVE CLINICAL SOLUTIONS, LTD
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(Exact name of registrant as specified in its charter)
Delaware 05-0509802
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(State of Incorporation or (I.R.S. Employer
or organization) Identification No.)
10 Dorrance Street, Suite 400
Providence, RI 02903
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(Address of principal (Zip Code)
executive offices)
Securities to be registered pursuant to Section 12 (b) of the Act:
Name of each exchange
Title of each class on which each class is
to be so registered to be registered
None
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.01 per share
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(Title of class)
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered.
Common Stock
On July 14, 2000, Innovative Clinical Solutions, Ltd (the "Company")
announced that it and its wholly owned subsidiaries (collectively, the
"Debtors") had filed voluntary petitions for protection under Chapter 11 of the
United States Bankruptcy Code (the "Bankruptcy Code") with the United States
Bankruptcy Court for the District of Delaware (the "Court"). The Debtors' cases
were consolidated for the purpose of joint administration (Case Nos. 00-3027
through 00-3091 inclusive) and were assigned to Judge Peter J. Walsh. The
purpose of the filing was to recapitalize the Company through the conversion of
$100 million of 6 3/4% Convertible Subordinated Debentures due 2003 (the
"Debentures") into common stock representing 90% of its common equity pursuant
to Debtors' joint prepackaged plan of reorganization (the "Prepackage Plan").
Following a hearing held on August 23, 2000, the Court entered an order
confirming the Company's Prepackaged Plan on August 25, 2000. On September 21,
2000 the Prepackaged Plan became effective (the "Effective Date").
As of the Effective Date, all of the Company's existing common stock
and the Debentures were cancelled and shares of the Company's new Common Stock,
par value $0.01 per share, (which shares are registered hereby) were issued in
lieu thereof. The Company has authorized 40,000,000 shares of Common Stock.
Each share of Common Stock is entitled to one vote on all matters upon
which stockholders are entitled or permitted to vote, including the election of
directors. Holders of Common Stock do not have cumulative voting rights. Holders
of Common Stock are entitled to share ratably in dividends declared by the Board
of Directors of the Company out of funds legally available therefor. The Company
does not expect to declare or pay cash dividends to holders of Common Stock in
the foreseeable future. In addition, the Company has entered into a senior
credit facility the terms of which restrict the payment of dividends on the
Common Stock.
All of the Company's outstanding shares of Common Stock are fully paid and
nonassessable and the holders thereof will have preferences or conversion,
exchange or pre-emptive rights. In the event of any liquidation, dissolution or
winding-up of the affairs of the Company, holders of Common Stock will be
entitled to share ratably in the assets of the Company remaining after payment
of, or provision for payment of, all of the Company's debts and obligations.
No Preferred Stock
As of the Effective Date, the Company will have no authorized preferred
stock and the Company will not be able to issue such preferred stock without the
consent of the stockholders.
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Unclassified Board of Directors
As of the Effective Date, the Company's Board of Directors will no
longer be divided into classes. Each director will be elected annually for a one
year term. Any director may be removed only for cause by a vote of the holders
of 50% of the outstanding shares of Common Stock.
Non-Voting Securities
To the extent prohibited by Section 1123 of Title 11 of the United
States Code (the "Bankruptcy Code"), the Company is prohibited from issuing
non-voting securities.
Item 2. Exhibits.
Exhibit Number Title
Exhibit 3.1 Amended and Restated Certificate of Incorporation
Exhibit 3.2 Amended and Restated By-Laws
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Signature
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereto duly authorized.
Innovative Clinical Solutions, Ltd..
By: /s/ Gary S. Gillheeney
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Gary S. Gillheeney
Chief Financial Officer
Date: September 21, 2000
