SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or (g) of the
Securities Exchange Act of 1934
AMERIPATH, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 65-0642485
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(State of incorporation) (I.R.S. Employer
or organization) Identification No.)
7289 GARDEN ROAD
SUITE 200
RIVIERA BEACH, FLORIDA 33404
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(Address of principal 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
to be so registered is to be registered
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NONE NONE
Securities to be registered pursuant to Section 12(g) of the Act:
PREFERRED SHARE
PURCHASE RIGHTS
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(Title of class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On April 8, 1999, the Board of Directors of Ameripath, Inc., a Delaware
corporation (the "Company"), adopted the Company's Preferred Share Purchase
Rights Plan (the "Rights Plan") and declared a dividend distribution of one
preferred share purchase right (a "Right") for each outstanding share of common
stock, par value $0.01 per share (the "Common Stock"), of the Company to
shareholders of record at the close of business on April 19, 1999. Each Right
entitles the registered holder to purchase from the Company one one-thousandth
of a share of the Company's Series A Junior Participating Preferred Stock (the
"Preferred Shares") (or in certain circumstances, cash, property or other
securities) at a price of $45.00 per one one-thousandth of a Preferred Share
(the "Purchase Price"), subject to adjustment. The purpose of this Registration
Statement is to register the Rights.
RIGHT TO PURCHASE COMPANY STOCK ("FLIP-IN")
In the event that any person or group of affiliated or associated persons
acquires beneficial ownership of 15% or more of the outstanding shares of Common
Stock (an "Acquiring Person"), each holder of a Right, other than Rights
beneficially owned by the Acquiring Person (which will thereafter be void), will
thereafter have the right to receive upon exercise that number of Common Shares
having a market value of two times the exercise price of the Right. Issuances
(and consequent beneficial ownership) of Common Stock (at or in excess of such
15% threshold) by the Company in connection with certain acquisition
transactions effected by the Company and approved by the Board of Directors are
excepted from this provision.
RIGHT TO PURCHASE ACQUIRING PERSON STOCK ("FLIP-OVER")
If the Company is acquired in a merger or other business combination
transaction or 50% or more of its consolidated assets or earning power are sold
after a person or group has become an Acquiring Person, each holder of a Right
(other than Rights beneficially owned by the Acquiring Person, which will be
void) will thereafter have the right to receive that number of shares of common
stock of the acquiring company which at the time of such transaction will have a
market value of two times the exercise price of the Right.
DISTRIBUTION DATE
The Distribution Date is the earlier of:
(i) 10 days following a public announcement that a person or group of
affiliated or associated persons have acquired beneficial ownership of 15%
or more of the outstanding shares of Common Stock; or
(ii) 10 business days (or such later date as may be determined by
action of the Board of Directors of the Company prior to such time as any
person or group of affiliated persons becomes an Acquiring Person)
following the commencement of, or announcement of an intention to make, a
tender offer or exchange offer the consummation of which would result in
the
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beneficial ownership by a person or group of 15% or more of the outstanding
shares of Common Stock.
TRANSFER AND DETACHMENT
Until the Distribution Date, the Rights will be evidenced, with respect to
any of the Common Stock certificates outstanding as of the Record Date, by such
Common Stock certificates. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the Rights will be transferred with and only with the
shares of Common Stock, no separate rights certificates will be issued and
transfer of Common Stock certificates will also constitute transfer of the
Rights.
As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Rights Certificates") will be mailed to
holders of record of the shares of Common Stock as of the close of business on
the Distribution Date, and such separate Right Certificates alone will
thereafter evidence the Rights.
EXERCISABILITY
The Rights are not exercisable until the Distribution Date. The Rights will
expire on April 8, 2009 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or unless the Rights are earlier redeemed or
exchanged by the Company, in each case, on the terms and conditions set forth in
the Rights Plan (as described below).
ADJUSTMENTS
The Purchase Price payable, and the number of Preferred Shares or shares of
Common Stock or other securities or property issuable, upon exercise of the
Rights are subject to adjustment from time to time to prevent dilution in the
event of stock dividends, stock splits, reclassifications, or certain
distributions with respect to the Common Stock. The number of outstanding Rights
and the number of Preferred Shares or shares of Common Stock issuable upon
exercise of each Right are also subject to adjustment if, prior to the
Distribution Date, there is a stock split of the Common Stock or a stock
dividend on the Common Stock payable in shares of Common Stock or subdivisions,
consolidations or combinations of the Common Stock. With certain exceptions, no
adjustment in the Purchase Price will be required until cumulative adjustments
require an adjustment of at least 1.0% in such Purchase Price. No fractional
shares will be issued (other than integral multiples of one one-thousandth of a
Preferred Share) and, in lieu thereof, an adjustment in cash will be made based
on the market price of the Preferred Shares or Common Stock, as the case may be,
on the last trading day prior to the date of exercise.
PREFERRED SHARES
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 1,000 times the dividend declared per
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share of Common Stock. In the event of liquidation, the holders of the Preferred
Shares will be entitled to a minimum preferential liquidation payment of $1.00
per share but will be entitled to an aggregate payment of 1,000 times the
payment made per share of Common Stock. Each Preferred Share will have 1,000
votes, voting together with the Common Stock. Finally, in the event of any
merger, consolidation or other transaction in which Common Stock is exchanged,
each Preferred Share will be entitled to receive 1,000 times the amount received
per share of Common Stock. These rights are protected by customary antidilution
provisions.
The value of the one one-thousandth interest in a Preferred Share
purchasable upon exercise of each Right should, because of the nature of the
Preferred Shares' dividend, liquidation and voting rights, approximate the value
of one share of Common Stock.
EXCHANGE
At any time after any person or group becomes an Acquiring Person, and
prior to the acquisition by any such person or group of 50% or more of the
outstanding shares of Common Stock, the Board of Directors of the Company may
exchange the Rights (other than Rights owned by the Acquiring Person, which will
have become void), in whole or in part, for shares of Common Stock, at an
exchange ratio of one share of Common Stock (or one one-thousandth of a
Preferred Share) per Right (subject to adjustment).
REDEMPTION
At any time prior to any person or group becoming an Acquiring Person, the
Board of Directors of the Company may redeem the Rights, in whole but not in
part, at a price of $.005 per Right (the "Redemption Price"). The redemption of
the Rights may be made effective at such time on such basis with such conditions
as the Board of Directors in its sole discretion may establish. Immediately upon
any redemption of the Rights, the right to exercise the Rights will terminate
and the only right of the holders of Rights will be to receive the Redemption
Price.
AMENDMENTS
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower the "15%" thresholds described above to not less than the greater of
(i) the sum of .001% and the largest percentage of the outstanding shares of
Common Stock then known to the Company to be beneficially owned by any person or
group of affiliated or associated persons and (ii) 10%, except that from and
after such time there is an Acquiring Person no such amendment may adversely
affect the interests of the holders of the Rights.
INTERPRETATION; BOARD APPROVALS
The Board of Directors of the Company has the sole authority to administer
the Rights Plan and to exercise all rights and powers granted to the Board or to
the Company, or as are advisable in the administration of the Rights Plan,
including the power to (i) interpret the
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provisions of the Rights Plan and (ii) make all determinations appropriate for
the administration of the Rights Plan (including a determination to redeem or
not redeem the Rights, to exchange the Rights or to amend the Rights Plan). All
such interpretations and determinations in good faith are final and binding on
the parties (including the Rights holders) and do not subject the Board (or the
directors) to any liability to the holders of the Rights.
RIGHTS AND HOLDERS
Until a Right is exercised, the holder thereof, as such, will have no
rights as a shareholder of the Company, including, without limitation, the right
to vote or to receive dividends.
FURTHER INFORMATION
A copy of the Rights Agreement (the "Rights Agreement") setting forth the
Rights Plan has been filed with the Securities and Exchange Commission as
Exhibit 4.1 to the Company's Current Report on Form 8-K filed on April 16, 1999
and is also incorporated herein as an Exhibit to this Registration Statement on
Form 8-A. This summary description of the Rights does not purport to be complete
and is qualified in its entirety by reference to the Rights Agreement, which is
hereby incorporated herein by reference.
ITEM 2. EXHIBITS.
4.1 Rights Agreement, dated as of April 8, 1999, between the
Registrant and American Stock Transfer & Trust Company, as Rights
Agent (including the form of Certificate of Designations of
Series A Junior Participating Preferred Stock attached as Exhibit
A thereto, and the form of Rights Certificate attached as Exhibit
B thereto.(1)
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(1) Incorporated by reference from Exhibit 4.1 to the Registrant's Current
Report on Form 8-K, filed on April 16, 1999.
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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.
AMERIPATH, INC.
April 16, 1999 By: /s/ ROBERT P. WYNN
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Robert P. Wynn,
Executive Vice President and Chief
Financial Officer
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