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FORM 8 - A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
UICI
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(Exact name of registrant as specified in its charter)
Delaware 75-2044750
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
4001 McEwen, Suite 200, Dallas, Texas 75244
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(Address of principal executive office) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
To be so registered each class is to be registered
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Common Stock, $0.01 par value New York Stock Exchange
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. [X]
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. [ ]
Securities Act registration statement file number to which this form
relates: (if applicable)
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities
to be Registered
UICI (the "Company" or "Registrant") is authorized to issue 50,000,000
shares of Common Stock, par value $0.01 per share (the "Common Stock"), and
10,000,000 shares of Preferred Stock, par value $0.01 per share (the "Preferred
Stock"). As of April 21, 1999, the Company had issued and outstanding 46,230,941
shares of Common Stock and no shares of Preferred Stock. As of such date, there
were approximately in excess of 2,200 holders of record of the outstanding
shares of Common Stock.
The following summary of the Common Stock is qualified in its entirety
by reference to the Company's Certificate of Incorporation, as amended (the
"Certificate of Incorporation"), its Restated Bylaws (the "Bylaws"), and the
Delaware General Corporation Law, as amended (the "DGCL").
COMMON STOCK
General. Subject to such preferential rights as may be granted by the Board of
Directors in connection with any issuances of Preferred Stock, holders of shares
of Common Stock are entitled to receive such dividends as may be declared by the
Board of Directors in its discretion from funds legally available therefor.
Dividends that may be declared on the Common Stock will be paid in an equal
amount for each share of Common Stock. The Company has not paid cash dividends
on the Common Stock to date. The Company currently intends to retain all future
earnings to finance continued expansion and operation of its business and
subsidiaries. The Company's credit facility restricts the payment of cash
dividends unless certain earnings tests are satisfied. Additional restrictions
on the payment of cash dividends may be imposed in connection with future
issuances of Preferred Stock and indebtedness by the Company. Any decisions as
to the payment of cash dividends will be made by the Board of Directors of the
Company in light of then-current conditions, including the Company's earnings,
operations, capital requirements, liquidity, financial condition, restrictions
in financing agreements and other factors deemed relevant by the Board of
Directors. Upon the liquidation, dissolution or winding up of the Company, after
payment of creditors, the remaining net assets of the Company will be
distributed pro rata to the holders of Common Stock, subject to any liquidation
preference of the holders of Preferred Stock. There are no preemptive rights,
conversion rights, or redemption or sinking fund provisions with respect to the
shares of Common Stock. There is no liability to further calls or to assessments
by the Company.
Voting Rights. Holders of Common Stock are entitled to one vote per
share of Common Stock held of record on each matter submitted to a vote of the
stockholders. With respect to any act or action required of or by the holders of
the Common Stock, the affirmative vote of a majority of the shares of Common
Stock present in person or represented by proxy at a meeting and entitled to
vote thereon is sufficient to authorize, affirm, ratify or consent to such act
or actions, except as otherwise provided by law or in the Certificate of
Incorporation. The DGCL requires the approval of the holders of a majority of
the outstanding stock entitled to vote for certain extraordinary corporate
transactions, such as a merger, sale of substantially all assets, dissolution or
amendment of the Certificate of Incorporation. Holders of the shares of Common
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Stock do not have cumulative voting rights. As a result, the holders of a
majority of the outstanding shares of Common Stock voting for the election of
directors can elect all the directors, and, in such event, the holders of the
remaining shares of Common Stock will not be able to elect any persons to the
Board of Directors.
Delaware Law and Certain Corporate Provisions. The Company is subject
to the provisions of Section 203 of the DGCL. In general, this statute prohibits
a publicly-held Delaware corporation from engaging, under certain circumstances,
in a "business combination" with an "interested stockholder" for a period of
three years after the date of the transaction in which the person became an
interested stockholder, unless either (i) prior to the date at which the
stockholder became an interested stockholder the Board of Directors approved
either the business combination or the transaction in which the person became an
interested stockholder, (ii) the stockholder acquires more than 85% of the
outstanding voting stock of the corporation (excluding shares held by directors
who are officers or held in certain employee stock plans) upon consummation of
the transaction in which the stockholder became an interested stockholder or
(iii) the business combination is approved by the Board of Directors and by
two-thirds of the outstanding voting stock of the corporation (excluding shares
held by the interested stockholder) at a meeting of the stockholders (and not by
written consent) held on or subsequent to the date on which the person became an
"interested stockholder" of the business combination. An "interested
stockholder" is a person who owns (or is an affiliate or associate of the
corporation and at any time within the prior three years did own) 15% or more of
the corporation's voting stock, and the affiliates and associates of such
person. Section 203 defines a "business combination" to include, without
limitation, mergers, consolidations, stock sales and asset based transactions
and other transactions resulting in a financial benefit to the interested
stockholder.
The Company's Certificate of Incorporation and Bylaws contain a number
of provisions relating to corporate governance and to the rights of
stockholders. Certain of these provisions may be deemed to have a potential
"anti-takeover" effect in that such provisions may delay, defer or prevent a
change of control of the Company. These provisions include (i) the authority of
the Board of Directors to determine the size of the Board of Directors; (ii) a
requirement that special meetings of stockholders may be called only by the
Board of Directors, the Chairman of the Board, the President or holders of at
least one-tenth of all the shares entitled to vote at the meeting; and (iii) the
authority of the Board of Directors to issue series of Preferred Stock with such
voting rights and other powers as the Board of Directors may determine.
Other Matters. The Common Stock is currently listed on Nasdaq Stock
Market, Inc. under the symbol "UICI." The Company is in the process of changing
the listing of its Common Stock to the New York Stock Exchange and has been
approved for listing on such exchange. The Company serves as the transfer agent
and registrar for the Common Stock.
Item 2. Exhibits.
None.
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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, thereunto duly authorized.
UICI
Date April 21, 1999 By /s/ Gregory T. Mutz
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Gregory T. Mutz, President and
Chief Executive Officer
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