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
MAXICARE HEALTH PLANS, INC.
(Exact name of registrant as specified in its charter)
Delaware 95-3615709
(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1149 South Broadway Street,
Los Angeles, California 90015
(Address of principal executive (Zip Code)
offices)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange
to be so registered on which each class
- ------------------- is to be registered
-------------------
None
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 to be registered pursuant to Section 12(g)
of the Act:
<PAGE>
Preferred Stock Purchase Rights
Item 1. Description of Securities to be Registered.
On February 24, 1998, the Board of Directors of
Maxicare Health Plans, Inc. (the "Corporation") 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 Shares"), of the Corporation. The
dividend is payable to the stockholders of record on March 16,
1998 (the "Record Date"), and with respect to Common Shares
issued thereafter, until the Distribution Date (as defined below)
and, in certain circumstances, with respect to Common Shares
issued after the Distribution Date. Except as set forth below,
each Right, when it becomes exercisable, entitles the registered
holder to purchase from the Corporation one five-hundredth of a
share of Series B Preferred Stock, $0.01 par value (the
"Preferred Shares"), of the Corporation at a price of $45.00 per
one five-hundredth of a Preferred Share (the "Purchase Price"),
subject to adjustment. The description and terms of the Rights
are set forth in a Rights Agreement (the "Rights Agreement")
between the Corporation and American Stock Transfer & Trust
Company, as Rights Agent (the "Rights Agent"), dated as of
February 24, 1998.
Initially, the Rights will be attached to all
certificates representing Common Shares then outstanding, and no
separate Right Certificates will be distributed. The Rights will
separate from the Common Shares upon the earliest to occur of (i)
the date of a public announcement that, without the prior consent
of a majority of the Disinterested Directors (as defined below),
a person or group of affiliated or associated persons has
acquired beneficial ownership of 15% or more of the outstanding
Common Shares (except pursuant to a Permitted Offer, as
hereinafter defined), or (ii) 10 days (or such later date as the
Board may determine) following the commencement or announcement
of an intention to make a tender or exchange offer, the
consummation of which would result in a person or group becoming
an Acquiring Person (as hereinafter defined) (the earliest of
such dates being called the "Distribution Date"). A person or
group whose acquisition of Common Shares causes a Distribution
Date pursuant to clause (i) above is an "Acquiring Person". The
date that a person or group announces publicly that it has become
an Acquiring Person is the "Shares Acquisition Date". Any current
holder that has previously advised the Corporation that it holds
in excess of 15% of the Common Shares has been "grandfathered"
with respect to its current position, including an allowance for
certain small incremental additions thereto.
<PAGE>
"Disinterested Directors" are "Continuing Directors"
who are not officers or employees of the Corporation and who are
not Acquiring Persons or their affiliates, associates or
representatives of any of them, or any person who was directly or
indirectly proposed or nominated as a director of the Corporation
by an Acquiring Person or certain related parties and "Continuing
Directors" are the members of the Board of Directors as of
February 24, 1998 or persons recommended to succeed a Continuing
Director by a majority of Continuing Directors.
The Rights Agreement provides that, until the
Distribution Date, the Rights will be transferred with and only
with the Common Shares. Until the Distribution Date (or earlier
redemption or expiration of the Rights), new Common Share
certificates issued after the Record Date upon transfer or new
issuance of Common Shares 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 such notation or
a copy of the Summary of Rights Agreement being attached thereto,
will also constitute the transfer of the Rights associated with
the Common Shares represented by such certificate. As soon as
practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Right Certificates")
will be mailed to holders of record of the Common Shares as of
the close of business on the Distribution Date (and to each
initial record holder of certain Common Shares issued after the
Distribution Date), and such separate Right Certificates alone
will evidence the Rights.
The Rights are not exercisable until the Distribution
Date and will expire at the close of business on February 23,
2008, unless earlier redeemed by the Corporation as described
below.
In the event that any person becomes an Acquiring
Person (except pursuant to a tender or exchange offer which is
for all outstanding Common Shares at a price and on terms which a
majority of the Disinterested Directors determines to be adequate
and in the best interests of the Corporation and its
stockholders, other than such Acquiring Person, its affiliates
and associates (a "Permitted Offer")), each holder of a Right
will thereafter have the right (the "Flip-In Right") to receive
upon exercise Common Shares or one five-hundredth of a share of
Preferred Shares (or, in certain circumstances, other securities
of the Corporation) having a value (immediately prior to such
triggering event) equal to two times the exercise price of the
Right. Notwithstanding the foregoing, following the occurrence
of the event described above, all Rights that are, or (under
<PAGE>
certain circumstances specified in the Rights Agreement) were,
beneficially owned by any Acquiring Person or any affiliate or
associate thereof will be null and void.
In the event that, at any time following the Shares
Acquisition Date, (i) the Corporation consolidates with, or
merges into, an Acquiring Person, or an affiliate or associate
thereof, or any person or entity in which such Acquiring Person,
affiliate or associate has an interest or which is acting in
concert with such Acquiring Person, affiliate or associate (an
"Interested Stockholder"), or any other entity (if all holders of
Common Shares are not treated alike in such transaction), (ii) an
Interested Stockholder or any other entity (if all holders of
Common Shares are not treated alike in such transaction)
consolidates with, or merges into the Corporation (other than, in
the case of either transaction described in (i) and (ii) above,
and certain reorganization transactions), or (iii) the
Corporation sells or otherwise transfers (in one transaction or a
series of transactions) 50% or more of the assets or earning
power of the Corporation to an Interested Stockholder or to any
other entity (if all holders of Common Shares are not treated
alike in such transaction), proper provision shall be made so
that each holder of a Right (except Rights which previously have
been voided as set forth below) shall thereafter have the right
(the "Flip-Over Right") to receive, upon exercise, common shares
of the acquiring or surviving company (or, in the event there is
more than one acquiring company, the acquiring company receiving
the greatest portion of the assets or earning power transferred)
having a value equal to two times the exercise price of the
Right.
The Purchase Price payable, and the number of Preferred
Shares, Common Shares or other securities issuable, upon exercise
of the Rights are subject to adjustment from time to time to
prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred
Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred
Shares at a price, or securities convertible into Preferred
Shares with a conversion price, less than the then current market
price of the Preferred Shares, or (iii) upon the distribution to
holders of the Preferred Shares of evidences of indebtedness or
assets (excluding cash dividends) or of subscription rights or
warrants (other than those referred to above).
The number of outstanding Rights and the Purchase Price
payable are also subject to adjustment in the event of a stock
split of the Common Shares or a stock dividend on the Common
Shares payable in Common Shares or subdivisions, consolidations
or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date.
<PAGE>
Preferred Shares purchasable upon exercise of the
Rights will not be redeemable, except at the election of the
Corporation for Common Shares. Each Preferred Share will be
entitled to a dividend per share of 500 times the dividend
declared per Common Share. In the event of liquidation, the
holders of the Preferred Shares will be entitled (after the
payment of any liquidation preference on any other series of
preferred stock) to $100 per share, plus the holders of the
Preferred Shares and the holders of the Common Shares will share
the remaining assets in the ratio of 500 to 1 (as adjusted) for
each Preferred Share and Common Share so held, respectively.
Finally, in the event of any merger, consolidation or other
transaction in which Common Shares are exchanged, each Preferred
Share will be entitled to receive 500 times the amount received
per Common Share. These rights are protected by customary
antidilution provisions.
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. No fractional
Preferred Shares will be issued (other than fractions which are
one five-hundredths or integral multiples of one five-hundredths
of a Preferred Share, which may, at the election of the
Corporation, be evidenced by depository receipts) and in lieu
thereof, an adjustment in cash will be made based on the market
price of the Preferred Shares on the last trading day prior to
the date of exercise or if the Preferred Shares are not traded,
the market price of the Common Shares on such date.
At any time after a person becomes an Acquiring Person
and prior to the acquisition by such person or group of 50% or
more of the Common Shares, the Board of Directors of the Company
(with the approval of a majority of the Disinterested Directors)
may exchange the Rights (other than the Rights owned by the
Acquiring Person or its affiliates and associates, which shall
have become void) at an exchange ratio of one Common Share per
Right (subject to adjustment). The Board of Directors can
substitute one five-hundredths of a Preferred Share for some or
all of the Common Shares per Right.
At any time prior to the earlier to occur of (i) a
person becoming an Acquiring Person or (ii) the expiration of the
Rights, and under certain other circumstances, the Corporation
may redeem the Rights in whole, but not in part, at a price of
$.01 per Right (the "Redemption Price") which redemption shall be
effective upon the action of the Board of Directors (with the
approval of a majority of the Disinterested Directors).
Additionally, following the Shares Acquisition Date, the
Corporation may redeem the then outstanding Rights in whole, but
not in part, at the Redemption Price, provided that such
<PAGE>
redemption is in connection with a merger or other business
combination transaction or series of transactions involving the
Corporation in which all holders of Common Shares are treated
alike but not involving an Acquiring Person or its affiliates or
associates and provided further that this redemption right shall
not exist for 180 days following the Shares Acquisition Date
under certain circumstances.
All of the provisions of the Rights Agreement may be
amended by the Board of Directors of the Corporation (with the
approval of a majority of the Disinterested Directors) prior to
the Distribution Date. After the Distribution Date, the
provisions of the Rights Agreement may be amended by the Board of
Directors in order to cure any ambiguity, defect or
inconsistency, to make changes which do not adversely affect the
interests of holders of Rights (excluding the interests of any
Acquiring Person), or, subject to certain limitations, to shorten
or lengthen any time period under the Rights Agreement.
Until a Right is exercised, the holder thereof, as
such, will have no rights as a stockholder of the Corporation,
including, without limitation, the right to vote or to receive
dividends. While the distribution of the Rights will not be
taxable to stockholders of the Corporation, stockholders may,
depending upon the circumstances, recognize taxable income should
the Rights become exercisable or upon the occurrence of certain
events thereafter.
This summary description of the Rights does not
purport to be complete and is qualified in its entirety by
reference to the Rights Agreement, Exhibit 1. hereto, which is
hereby incorporated herein by reference.
Item 2. Exhibits.
1. Rights Agreement, dated as of February 24, 1998,
between Maxicare Health Plans, Inc. and American
Stock Transfer & Trust Company, as Rights
Agent; which includes, as Exhibit A thereto, the
Certificate of Designation of Series B Preferred
Stock of Maxicare Health Plans, Inc., as Exhibit B
thereto, the Form of Right Certificate, Form of
Assignment, and Form of Election to Purchase and
as Exhibit C thereto, the Summary of Rights to
Purchase Preferred Shares; which is attached as
exhibit 4.13 to the Registrant's Report on Form 8-
K, dated March 12, 1998, which is incorporated
herein by reference.
<PAGE>
2. Press Release dated February 24, 1998 announcing
the adoption of the Rights Plan, which is attached
as exhibit 99.7 to the Registrant's Report on Form
8-K, dated March 12, 1998, which is incorporated
herein by reference.
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.
By: /s/ Richard A. Link
Name: Richard A. Link
Title: Chief Financial Officer
Dated: March 13, 1998
