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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 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMERICAN HEALTHWAYS, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 62-1117144
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(State of incorporation or organization) (I.R.S. Employer
Identification No.)
3841 Green Hills Village Drive, Nashville, Tennessee 37215
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(Address of Principal Executive Offices) (Zip Code)
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), please 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), please check the following box.[X]
Securities Act registration statement file number to which this form relates:
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(If applicable)
Securities to be registered pursuant to Section 12(b) of the Act:
Name of Each Exchange on Which
Title of Each Class to be Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Series A Preferred Stock Purchase Rights
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(Title of class)
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Item 1. Description of Registrant's Securities to be Registered
On June 19, 2000 we adopted a rights agreement (commonly known as a
"poison pill"). The discussion below describes the rights agreement but is not
complete, so you should read it together with the rights agreement. The rights
agreement is attached as an exhibit to a Current Report on Form 8-K we filed
with the Securities and Exchange Commission on June 21, 2000 and is incorporated
herein by reference.
ISSUANCE OF RIGHTS
Under the rights agreement, we will issue the following stock purchase
right:
- For each share of our common stock, par value $.001 per share,
outstanding on June 30, 2000 we will issue, one right.
Rights will only be issued to stockholders of record as of the close of
business on June 30, 2000. In addition, one right will automatically attach to
each share of common stock that we issue between June 30, 2000 and the time that
the rights become exercisable. When exercised, each right will entitle its
holder to purchase from us one one-hundredth of a share (a "unit") of our Series
A Preferred Stock, par value $.001 per share (the "Series A Preferred Stock"),
at an exercise price of $32.00 per unit, subject to adjustment.
INITIAL EXERCISE OF RIGHTS
The rights initially will not be exercisable. Instead, the rights will
be attached to and trade with all shares of our common stock outstanding as of,
and issued after June 30, 2000. The rights will separate from the common stock
and will become exercisable upon the earlier of the following events (the
"distribution date"):
- The close of business on the tenth business day (or later day
as our board of directors may determine) following the first
public announcement that a person or group of affiliated or
associated persons has acquired beneficial ownership of 15% or
more of our shares of common stock then outstanding (an
"Acquiring Person"); or
- The close of business on the tenth business day (or some later
day as our board of directors may determine) following the
commencement of a tender offer or exchange offer that could
result in a person or group becoming the beneficial owner of
15% or more of our shares of common stock then outstanding.
The rights will expire at the close of business on June 19, 2010,
unless we redeem or exchange the rights as described below.
EVIDENCE OF RIGHTS
Until the rights become exercisable:
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- The rights will be evidenced by and transferred with our
common stock certificates; and
- New common stock certificates issued after June 30, 2000 will
contain a notation incorporating the rights agreement by
reference; and
- Any surrender for transfer of any certificates for our common
stock will also constitute the transfer of the rights
associated with the common stock represented by those
certificates.
As soon as practicable after the rights become exercisable, we will
mail out rights certificates to the holders of our common stock who are eligible
to receive rights. After we mail them out, the separate rights certificates
alone will represent the rights.
EXERCISE AFTER SOMEONE BECOMES AN ACQUIRING PERSON
After public announcement that a person has become an Acquiring Person,
each holder of a right will have the right to receive upon exercise of the
rights that number of shares of common stock (or in our board's discretion, some
other consideration), having a value of two times the then current purchase
price of the right. However, this will not apply to an Acquiring Person or their
associates or affiliates, whose rights will have become null and void.
Under certain circumstances, each holder of a right will have the right
to receive upon exercise of the rights common stock of the acquiring company
having a value equal to two times the then current purchase price of the right.
Each holder of a right will receive the right contemplated by this paragraph in
the event that, at any time on or after the date it is publicly announced that a
person has become an Acquiring Person:
- We consolidate with, or merge with and into, any other person,
and we are not the continuing or surviving corporation; or
- Any person consolidates with us, or merges with us and we are
the continuing or surviving corporation of that merger and, in
connection with that merger, all or part of the shares of our
common stock are changed into or exchanged for stock or other
securities of any other person or cash or any other property;
or
- We sell or transfer 50% or more of our assets or earning
power.
The holder of a right will continue to have this right whether or not
that holder has previously exercised its right in accordance with the first
paragraph of this subsection. Rights that are or were beneficially owned by an
Acquiring Person may (under certain circumstances specified in the rights
agreement) become null and void.
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EXCHANGE
At any time after a person becomes an Acquiring Person, we may exchange
all or part of the outstanding and exercisable rights for shares of our common
stock at an exchange ratio specified in the rights agreement. We generally may
not make an exchange after any person becomes the beneficial owner of 50% or
more of our common stock.
ADJUSTMENT
The purchase price and the number of shares of common stock or other
securities or property issuable upon exercise of the rights is subject to
adjustment from time to time to prevent certain types of dilution. With certain
exceptions, the purchase price of the rights will not be adjusted until
cumulative adjustments amount to at least 1% of the purchase price. We are not
obligated to issue fractional units or shares of common stock. If we decide not
to issue fractional units or shares, we will make an adjustment in cash based on
the fair market value of a unit or share on the last trading date prior to the
date of exercise.
REDEMPTION
We may redeem the rights in whole, but not in part, at a price of $0.001
per right (payable in cash, preferred stock or other consideration that we deem
appropriate). However, we may only redeem the rights until the earlier of ten
days after someone becomes an Acquiring Person or June 19, 2010.
Once redeemed, the rights will terminate immediately and the only right
of the holders of the rights will be to receive the redemption price.
AMENDMENT OF RIGHTS AGREEMENT
We may amend the rights agreement without the approval of the holders of
our common stock until the distribution date. After the distribution date, we
will only be able to amend the rights agreement in order to cure any ambiguity,
defect or inconsistency, to shorten or lengthen any time period, or to make
changes that do not adversely affect the interests of rights holders excluding
the interests of an Acquiring Person or their associates or affiliates. We may
only amend the time period governing redemption of the rights if the rights are
presently redeemable.
OTHER
Until a right is exercised, the holder will have no rights as a
stockholder of ours as a result of the rights. This means, for example, that
until it is exercised, a right will not entitle its holder to vote or receive
dividends like one of our stockholders. The distribution of the rights will not
be taxable to stockholders or to us. However, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the rights become
exercisable for shares of common stock, other consideration or for common stock
of an acquiring company.
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The discussion above describes the rights and the rights agreement but
is not complete, so you should read it together with the rights agreement, which
you may obtain from us upon request.
As of June 19, 2000, 8,256,469 shares of our common stock were issued
and outstanding. Each share of our common stock outstanding on June 30, 2000
will receive one right. As long as the rights are attached to our common stock,
we will issue one right for each share of our common stock issued between the
June 30, 2000 and the distribution date. A total of 150,000 shares of Series A
Preferred Stock have been reserved for issuance upon exercise of the rights,
subject to adjustment.
The units of Series A Preferred Stock that may be acquired upon
exercise of the rights will be nonredeemable and subordinate to any other shares
of preferred stock that may be issued by the Company.
Each unit of Series A Preferred Stock will be entitled to receive,
when, as and if declared, dividends at the same rate as dividends are paid with
respect to the common stock.
In the event of liquidation, the holder of a unit of Series A Preferred
Stock will be entitled to share in any assets remaining ratably with the holders
of the common stock.
Each unit of Series A Preferred Stock issued to a holder of our common
stock will have one vote, voting together with our common stock.
In the event of any merger, share exchange or other transaction in
which shares of our common stock are exchanged, each unit of Series A Preferred
Stock will be entitled to receive the per share amount paid in respect of each
share of common stock.
The rights of holders of the Series A Preferred Stock to dividends,
liquidation and voting, and in the event of mergers and share exchanges, are
protected by customary anti-dilution provisions.
Because of the nature of the Series A Preferred Stock's dividend,
liquidation and voting rights, the economic value of one unit of Series A
Preferred Stock that may be acquired upon the exercise of each right should
approximate the economic value of one share of common stock.
The rights may have certain anti-takeover effects. The rights will
cause substantial dilution to a person or group that attempts to acquire us on
terms not approved by a majority of our board of directors unless the offer is
conditioned on a substantial number of rights being acquired. However, the
rights should not interfere with any merger or other business combination
approved by our board of directors since the rights may be redeemed by us at
$0.001 per right at any time on or prior to the tenth day following the
announcement that someone has become an Acquiring Person. Thus, the rights are
intended to encourage persons who may seek to acquire control of us to initiate
such an acquisition through negotiations with our board of directors. However,
the effect of the rights may be to discourage a third party from making a
partial tender offer or otherwise attempting to obtain a substantial equity
position in the equity securities of, or seeking to obtain control of, us. To
the extent any potential acquirers are deterred by the rights, the rights may
have the effect of preserving incumbent management in office.
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The form of rights agreement between the Company and the rights agent
specifying the terms of the rights, which includes as Exhibit A the form of
rights certificate, is filed as Exhibit 4 to our Current Report on Form 8-K
filed with the SEC on June 21, 2000 and is incorporated herein by reference.
The foregoing description of the rights does not purport to be complete and is
qualified in its entirety by reference to such Exhibit.
Item 2. Exhibits
1. Rights Agreement, dated June 19, 2000, between American
Healthways, Inc. and SunTrust Bank, including the Form of
Rights Certificate (Exhibit A), the Form of Summary of Rights
(Exhibit B) and the Form of Certificate of Amendment to the
Restated Certificate of Incorporation of American Healthways,
Inc. (Exhibit C) is incorporated herein by reference to
Exhibit 4 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on June 21, 2000.
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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.
AMERICAN HEALTHWAYS, INC.
By: Henry D. Herr
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Name: Henry D. Herr
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Title: Executive Vice President
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Dated: June 20, 2000
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EXHIBIT INDEX
1. Rights Agreement, dated June 19, 2000, between American Healthways,
Inc. and SunTrust Bank, including the Form of Rights Certificate
(Exhibit A), the Form of Summary of Rights (Exhibit B) and Form of
Certificate of Amendment to the Restated Certificate of Incorporation
of American Healthways, Inc.(Exhibit C) is incorporated herein by
reference to Exhibit 4 to the Company's Current Report on Form 8-K
filed with the Securities and Exchange Commission on June 21, 2000.
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