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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
June 21, 2000 (June 19, 2000)
American Healthways, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 000-19364 62-1117144
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation) Identification No.)
3841 Green Hills Village Drive
Nashville, Tennessee 37215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (615) 665-1122
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(Former name or former address, if changed since last report)
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Item 5. Other Events
On June 19, 2000, the Board of Directors of American Healthways, Inc.
(the "Company") declared a distribution of one stock purchase right (a "Right")
for each outstanding share of the Company's common stock, par value $.001 per
share (the "Company Common Stock"), to stockholders of record at the close of
business on June 30, 2000 and for each share of Company Common Stock issued
thereafter. Each Right entitles the registered holder to purchase from the
Company one one-hundredth of a share (a "Unit") of Series A Preferred Stock, par
value $.001 per share (the "Series A Preferred Stock"), at a purchase price of
$32.00 per Unit, subject to adjustment. The description and terms and conditions
of the Rights are set forth in a Rights Agreement (the "Rights Agreement") dated
June 19, 2000 by and between the Company and SunTrust Bank, as Rights Agent, a
copy of which is filed herewith as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits:
3 American Healthways, Inc.'s Restated Certificate of
Incorporation, as amended (restated electronically for
SEC filing purposes only).
4 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).
99 Press Release dated June 20, 2000.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report 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
Title: Executive Vice President and
Chief Financial Officer
Date: June 20, 2000
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Exhibit Index
Exhibit No. Description
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3 American Healthways, Inc.'s Restated Certificate of
Incorporation, as amended (restated electronically for SEC
filing purposes only).
4 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).
99 Press Release dated June 20, 2000.
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