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FORM 8-A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
XCare.net, Inc.
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(Exact name of Registrant as specified in its charter)
Delaware 85-0373486
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(State of incorporation or organization) (IRS Employer I.D. No.)
6400 South Fiddler's Green Circle, Ste. 1400, Englewood, CO 80111
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(Address of principal executive offices)
If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), check the following box. [ ]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), check the following box. [X]
Securities Act registration statement file number to which this form relates (if
applicable): Not applicable.
Securities to be registered pursuant to Section 12(b) of the Act:
None
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(Title of Class)
Securities to be registered pursuant to Section 12(g) of the Act:
Preferred Share Purchase Rights
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ITEM 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On July 12, 2000 pursuant to a Preferred Stock Rights
Agreement (the "Rights Agreement") between XCare.net, Inc. (the
"Company") and ChaseMellon Shareholder Services, L.L.C., as Rights
Agent (the "Rights Agent"), the Company's Board of Directors declared a
dividend of one right (a "Right") to purchase one one-thousandth share
of the Company's Series A Participating Preferred Stock ("Series A
Preferred") for each outstanding share of Common Stock, par value
$0.01 per share ("Common Shares"), of the Company. The dividend is
payable on August 10, 2000 (the "Record Date"), to shareholders of
record as of the close of business on that date. Each Right entitles
the registered holder to purchase from the Company one one-thousandth
of a share of Series A Preferred at an exercise price of $60.00 (the
"Purchase Price"), subject to adjustment.
The following summary of the principal terms of the Rights
Agreement is a general description only and is subject to the detailed
terms and conditions of the Rights Agreement. A copy of the Rights
Agreement is attached as Exhibit 1 to this Registration Statement and
is incorporated herein by reference.
RIGHTS EVIDENCED BY COMMON SHARE CERTIFICATES
The Rights will not be exercisable until the Distribution Date
(defined below). Certificates for the Rights ("Rights Certificates")
will not be sent to shareholders and the Rights will attach to and
trade only together with the Common Shares. Accordingly, Common Share
certificates outstanding on the Record Date will evidence the Rights
related thereto, and Common Share certificates issued after the Record
Date will contain a notation incorporating the Rights Agreement by
reference. Until the Distribution Date (or earlier redemption or
expiration of the Rights), the surrender or transfer of any
certificates for Common Shares, outstanding as of the Record Date, even
without notation or a copy of the Summary of Rights being attached
thereto, also will constitute the transfer of the Rights associated
with the Common Shares represented by such certificate.
DISTRIBUTION DATE
The Rights will be separate from the Common Shares, Rights
Certificates will be issued and the Rights will become exercisable upon
the earlier of: (i) the tenth day (or such later date as may be
determined by the Company's Board of Directors) after a person or group
of affiliated or associated persons ("Acquiring Person") has acquired,
or obtained the right to acquire, acquires beneficial ownership of 15%
or more of the Company's Common Shares then outstanding, or the tenth
business day (or such later date as may be determined by the Company's
Board of Directors) after a person or group announces a tender or
exchange offer, the consummation of which would result in ownership by
a person or group of 15% or more of the Company's Common Shares then
outstanding. The earlier of such dates is referred to as the
"Distribution Date."
ISSUANCE OF RIGHTS CERTIFICATES; EXPIRATION OF RIGHTS
As soon as practicable following the Distribution Date, a
summary of the Rights will be mailed to holders of record of the Common
Shares as of the close of business on the Distribution Date and such
separate Rights Certificates alone will evidence the Rights from and
after the
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Distribution Date. All Common Shares issued after the Distribution Date
will be issued with Rights. The Rights will expire on the earliest of
(i) August 10, 2010 the "Final Expiration Date"), or (ii) redemption or
exchange of the Rights as described below.
INITIAL EXERCISE OF THE RIGHTS
Following the Distribution Date, and until one of the further
events described below, holders of the Rights will be entitled to
receive, upon exercise and the payment of the Purchase Price, one
one-thousandth share of the Series A Preferred. In the event that the
Company does not have sufficient Series A Preferred available for all
Rights to be exercised, or the Board decides that such action is
necessary and not contrary to the interests of Rights holders, the
Company may instead substitute cash, assets or other securities for the
Series A Preferred for which the Rights would have been exercisable
under this provision or as described below.
RIGHT TO BUY COMPANY COMMON SHARES
Unless the Rights are earlier redeemed, in the event that an
Acquiring Person obtains 15% or more of the Company's Common Shares
then outstanding, then each holder of a Right which has not theretofore
been exercised (other than Rights beneficially owned by the Acquiring
Person, which will thereafter be void) will thereafter have the right
to receive, upon exercise, Common Shares having a value equal to two
times the Purchase Price. Rights are not exercisable following the
occurrence of an event as described above until such time as the Rights
are no longer redeemable by the Company as set forth below.
RIGHT TO BUY ACQUIRING COMPANY STOCK
Similarly, unless the Rights are earlier redeemed, in the
event that, after an Acquiring Person obtains 15% or more of the
Company's Common Shares then outstanding, (i) the Company is acquired
in a merger or other business combination transaction, or (ii) 50% or
more of the Company's consolidated assets or earning power are sold
(other than in transactions in the ordinary course of business), proper
provision must be made so that each holder of a Right which has not
theretofore been exercised (other than Rights beneficially owned by the
Acquiring Person, which will thereafter be void) will thereafter have
the right to receive, upon exercise, shares of common stock of the
acquiring company having a value equal to two times the Purchase Price.
EXCHANGE PROVISION
At any time after the acquisition by an Acquiring Person
obtains a Threshold Amount and prior to the acquisition by such
Acquiring Person of 50% or more of the Company's outstanding Common
Shares, the Board of Directors of the Company may exchange the Rights
(other than Rights owned by the Acquiring Person), in whole or in part,
at an exchange ratio of one Common Share per Right.
REDEMPTION
At any time on or prior to the Close of Business on the
earlier of (i) the fifth day following the Shares Acquisition (or such
later date as may be determined by action of the Company's Board of
Directors and publicly announced by the company), or (ii) the Final
Expiration Date, the Company may redeem the Rights in whole, but not in
part, at a price of $0.001 per Right.
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ADJUSTMENTS TO PREVENT DILUTION
The Purchase Price payable, the number of Rights, and the
number of Series A Preferred or Common Shares or other securities or
property issuable upon exercise of the Rights are subject to adjustment
from time to time in connection with the dilutive issuances by the
Company as set forth in the Rights Agreement. With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative
adjustments require an adjustment of at least 1% in such Purchase
Price.
CASH PAID INSTEAD OF ISSUING FRACTIONAL SHARES
No fractional portion less than integral multiples of one
Common Share will be issued upon exercise of a Right and, in lieu
thereof, an adjustment in cash will be made based on the market price
of the Common Shares on the last trading date prior to the date of
exercise.
NO SHAREHOLDERS' RIGHTS PRIOR TO EXERCISE
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company (other than any rights
resulting from such holder's ownership of Common Shares), including,
without limitation, the right to vote or to receive dividends.
AMENDMENT OF RIGHTS AGREEMENT
The terms of the Rights and the Rights Agreement may be
amended in any respect without the consent of the Rights holders on or
prior to the Distribution Date; thereafter, the terms of the Rights and
the Rights Agreement may be amended without the consent of the Rights
holders in order to cure any ambiguities or to make changes which do
not adversely affect the interests of Rights holders (other than the
Acquiring Person).
RIGHTS AND PREFERENCES OF THE SERIES A PREFERRED
Each one one-thousandth of a share of Series A Preferred has
rights and preferences substantially equivalent to those of one Common
Share.
NO VOTING RIGHTS
Rights will not have any voting rights.
CERTAIN ANTI-TAKEOVER EFFECTS
The Rights approved by the Board are designed to protect and
maximize the value of the outstanding equity interests in the Company
in the event of an unsolicited attempt by an acquirer to take over the
Company in a manner or on terms not approved by the Board of Directors.
Takeover attempts frequently include coercive tactics to deprive the
Company's Board of Directors and its shareholders of any real
opportunity to determine the destiny of the Company. The Rights have
been declared by the Board in order to deter such tactics, including a
gradual accumulation of shares in the open market of 15% or greater
position to be followed by a merger or a partial or two-tier tender
offer that does not treat all shareholders equally. These tactics
unfairly pressure shareholders, squeeze them out of their investment
without giving them any real choice and deprive them of the full value
of their shares.
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The Rights are not intended to prevent a takeover of the
Company and will not do so. Subject to the restrictions described
above, the Rights may be redeemed by the Company at $0.001 per Right at
any time prior to the Distribution Date. Accordingly, the Rights should
not interfere with any merger or business combination approved by the
Board of Directors.
Issuance of the Rights does not in any way weaken the
financial strength of the Company or interfere with its business plans.
The issuance of the Rights themselves has no dilutive effect, will not
affect reported earnings per share, should not be taxable to the
Company or to its shareholders, and will not change the way in which
the Company's shares are presently traded. The Company's Board of
Directors believes that the Rights represent a sound and reasonable
means of addressing the complex issues of corporate policy created by
the current takeover environment.
However, the Rights may have the effect of rendering more
difficult or discouraging an acquisition of the Company deemed
undesirable by the Board of Directors. The Rights may cause substantial
dilution to a person or group that attempts to acquire the Company on
terms or in a manner not approved by the Company's Board of Directors,
except pursuant to an offer conditioned upon the negation, purchase or
redemption of the Rights.
ITEM 2. EXHIBITS
1 Preferred Stock Rights Agreement, dated as of July 24, 2000,
between XCare.net, Inc. and Rights Agent, including the
Certificate of Designation, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B, and
C, respectively.
3.1 Amended and Restated Certificate of Incorporation of
XCare.net, Inc.(1)
3.3 By-laws of XCare.net, Inc.(2)
3.4 Amendment to the Amended and Restated Certificate of
Incorporation.(1)
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.
Date: July 28, 2000 XCARE.NET, INC.
By: /s/ Lorine R. Sweeney
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LORINE R. SWEENEY
President and Chief Executive Officer
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(1) Incorporated by reference to Exhibits to Xcare.net, Inc.'s Registration
Statement, Amendment No. 2, filed January 12, 2000.
(2) Incorporated by reference to Exhibits to XCare.net, Inc.'s Registration
Statement, filed November 2, 1999.
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
1 Preferred Stock Rights Agreement, dated as of July 24, 2000,
between XCare.net, Inc. and Rights Agent, including the
Certificate of Designation, the form of Rights Certificate and
the Summary of Rights attached thereto as Exhibits A, B, and C,
respectively.
3.1 Amended and Restated Certificate of Incorporation of XCare.net,
Inc.(1)
3.3 By-laws of XCare.net, Inc.(2)
3.4 Amendment to the Amended and Restated Certificate of
Incorporation.(1)
</TABLE>
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(1) Incorporated by reference to Exhibits to Xcare.net, Inc.'s Registration
Statement, Amendment No. 2, filed January 12, 2000.
(2) Incorporated by reference to Exhibits to XCare.net, Inc.'s Registration
Statement, filed November 2, 1999.
