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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: December 29, 1994
HEALTHSOUTH Corporation
formerly named HEALTHSOUTH Rehabilitation Corporation
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-10315 63-0860407
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of Incorporation File Number) Identification No.)
or Organization)
Two Perimeter Park South
Birmingham, Alabama 35243
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's Telephone Number, (205) 967-7116
Including Area Code:
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS
Effective December 29, 1994, HEALTHSOUTH Corporation, a Delaware
corporation formerly known as HEALTHSOUTH Rehabilitation Corporation (the
"Company"), and its wholly-owned subsidiary, RRS Acquisitions Company, Inc., a
Delaware corporation ("RRS"), completed the acquisition of ReLife, Inc., a
Delaware corporation ("ReLife"), through a merger of RRS into ReLife. As
contemplated by the terms of the Amended and Restated Plan and Agreement of
Merger by and among the parties, ReLife is the surviving corporation in the
merger, and is wholly-owned by the Company. ReLife stockholders received .7053
shares of the Common Stock, par value $.01 per share, of the Company for each
share of the Class A Common Stock, par value $.01 per share, or Class B Common
Stock, par value $.01 per share, of ReLife held by them. The exchange ratio
represents a value of $24.00 per share to ReLife's stockholders, resulting in an
approximate value of the transaction of $180,000,000.
ReLife provides a comprehensive system of rehabilitation services for
disabled and injured individuals. As of September 30, 1994, ReLife operated 31
inpatient facilities with an aggregate of 1,102 licensed beds, including nine
free-standing rehabilitation hospitals, nine acute rehabilitation units, five
sub-acute rehabilitation units, seven transitional living units and one
residential facility, and provided outpatient rehabilitation services at twelve
outpatient centers. ReLife also provides other services and programs, including
contract staffing of rehabilitation therapists and specialized programs for
spinal cord injury, brain injury and industrial rehabilitation.
Item 5. OTHER EVENTS
At a Special Meeting of Stockholders of the Company held December 6,
1994, the stockholders of the Company approved proposals to change the name of
the Company to HEALTHSOUTH Corporation and to increase the number of authorized
shares of Common Stock, par value $.01 per share, to 100,000,000 shares. On
December 30, 1994, the Company filed a Restated Certificate of Incorporation
with the Secretary of State of the State of Delaware to effect such amendments.
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
It is impracticable to provide the required financial statements for
the acquired business at the time this Current Report on Form 8-K is filed
because no audited financial statements for such business prepared pursuant to
Regulation S-X are available. Such required financial statements will be filed
under cover of Form 8-K/A as soon as practicable, but not later than 60 days
after January 13, 1995.
(b) Pro Forma Financial Information.
It is impracticable to provide the required pro forma financial
statements for the acquired business at the time this Current Report on Form 8-K
is filed because no audited financial statements prepared pursuant to Regulation
S-X are available for such business. Such required pro forma financial
statements will be filed under cover of Form 8-K/A as soon as practicable, but
not later than 60 days after January 13, 1995.
(c) Exhibits.
(2) Amended and Restated Plan and Agreement of
Merger, dated as of September 18, 1994, by
and among HEALTHSOUTH Rehabilitation
Corporation, RRS Acquisitions Company, Inc.
and ReLife, Inc., incorporated herein by
reference to Annex A to the Prospectus
forming a part of Amendment No. 1 to the
Company's Registration Statement on Form S-4
(Reg. No. 33-55929), as filed with the
Commission on November 10, 1994.
(3) Restated Certificate of Incorporation of
HEALTHSOUTH Rehabilitation Corporation, as
filed on December 30, 1994, with the
Secretary of State of the State of Delaware.
The Registrant undertakes to furnish supplementally to the Commission
upon request a copy of any Exhibit to the Amended and Restated Plan and
Agreement of Merger, incorporated by reference herein as Exhibit (2).
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SIGNATURES
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 hereunto duly authorized.
Date: January 13, 1995.
HEALTHSOUTH Corporation
By /s/ RICHARD M. SCRUSHY
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Richard M. Scrushy,
Chairman of the Board, President
and Chief Executive Officer
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EXHIBIT (3)
RESTATED
CERTIFICATE OF INCORPORATION
OF
HEALTHSOUTH REHABILITATION CORPORATION
HEALTHSOUTH Rehabilitation Corporation, a corporation organized and
existing under the laws of the State of Delaware (the "Corporation"), hereby
certifies as follows:
1. The name of the Corporation, prior to the amendments made herein, is
HEALTHSOUTH Rehabilitation Corporation.
The Corporation was originally incorporated under the name AMCARE, Inc.
The date of filing its original Certificate of Incorporation with the Secretary
of State was February 22, 1984.
2. This Restated Certificate of Incorporation further amends and
restates the Restated Certificate of Incorporation of the Corporation by
inserting therein a new Article FIRST and a new first paragraph in Article
FOURTH.
3. The text of the Certificate of Incorporation, as amended or
supplemented heretofore, is further amended hereby to read as herein set forth
in full:
"FIRST: The name of the Corporation is HEALTHSOUTH Corporation.
SECOND: The address of its registered office in the State of Delaware
is 1209 Orange Street, in the City of Wilmington, County of New Castle. The name
of its registered agent at such address is The Corporation Trust Company.
THIRD: The nature of the business or purposes to be conducted or
promoted are:
(a) To engage in the business of providing comprehensive
rehabilitation and clinical healthcare services on an ambulatory and
inpatient basis in rehabilitation clinics and hospitals to the general
public through the provision of physician services, physical therapy,
social and/or psychological, respiratory therapy, cardiac
rehabilitation, pulmonary rehabilitation, occupational therapy, speech
pathology, prosthetic and orthotic devices, nursing care, drugs and
biologicals, supplies, appliances and equipment and other services and
to do any and all things necessary and appropriate to carry out such
business effectively, including, without limitation, the owning,
leasing, management and operation of medical facilities and other
physical properties, either directly or indirectly, or in concert with
others.
(b) To engage in any lawful act or activity for which
corporations may be organized under the General Corporation Law of the
State of Delaware.
FOURTH: The total number of shares of stock which the Corporation shall
have authority to issue is One Hundred One Million Five Hundred Thousand
(101,500,000) shares, consisting of One Hundred Million (100,000,000) shares of
Common Stock, par value One Cent ($.01) per share, and One Million Five Hundred
Thousand (1,500,000) shares of Preferred Stock, par value Ten Cents ($.10) per
share.
Shares of Preferred Stock may be issued from time-to-time in one or
more series, each such series to have such distinctive designation or title as
may be stated and expressed in this Article FOURTH or as may be fixed by the
Board of Directors prior to the issuance of any shares thereof. Each such series
of Preferred Stock shall have such voting powers, full or limited, or no voting
powers, and such preferences and such relative, participating, optional or other
special rights (including, without limitation, the right to convert the shares
of such Preferred Stock into shares of the Corporation's Common Stock at such
rate and upon such terms and conditions as may be fixed by the Corporation's
Board of Directors), with such qualifications, limitations or restrictions of
such preferences or rights as shall be stated and expressed in this Article
FOURTH or in the resolution or resolutions providing for the issue of such
series of Preferred Stock as may be adopted from time-to-time by the Board of
Directors prior to the issuance of any shares thereof, in accordance with the
laws of the State of Delaware.
Except as may be otherwise provided in this Article FOURTH or in the
resolution or resolutions providing for the issue of a particular series, the
Board of Directors may from time-to-time increase the number of shares of any
series already created by providing that any unissued shares of Preferred Stock
shall constitute part of such series, or may decrease (but not below the number
of shares thereof then outstanding) the number of shares of any series already
created by providing that any unissued shares previously assigned to such series
shall no longer constitute part thereof.
FIFTH: The Board of Directors shall have the power to make, alter or
repeal the Bylaws of the Corporation at any meeting at which a quorum is present
by the affirmative vote of a majority of the whole Board of Directors. Election
of Directors need not be by written ballot.
SIXTH: Special Meetings of the stockholders of the Corporation may be
called only by the Board of Directors of the Corporation by resolution adopted
by a majority of the whole Board of Directors or in writing by the holders of at
least 20% of the outstanding shares of the Corporation entitled to vote in
elections of Directors.
SEVENTH: (a) Unless the conditions set forth in clauses (1) through (4)
of this Article SEVENTH, Section (a) are satisfied, the affirmative vote of the
holders of Sixty-Six and Two-Thirds Percent (66-2/3%) of all shares of the
Corporation entitled to vote in elections of Directors, considered for the
purposes of this Article SEVENTH as one class, shall be required for the
adoption or authorization of a business combination (as hereinafter defined)
with any other entity (as hereinafter defined) if, as of the record date for the
determination of stockholders entitled to notice thereof and to vote thereon,
the other entity is the beneficial owner, directly or indirectly, of more than
Twenty Percent (20%) of the outstanding shares of the Corporation entitled to
vote in elections of Directors, considered for the purposes of this Article
SEVENTH as one class. The Sixty-Six and Two-Thirds Percent (66-2/3%) voting
requirement set forth in the foregoing sentence shall not be applicable if:
(1) The cash, or fair market value of other consideration, to
be received per share by holders of the Corporation's Common Stock in
the business combination is at least an amount equal to (A) the highest
per share price paid by the other entity in acquiring any of its
holdings of the Corporation's Common Stock plus (B) the aggregate
amount, if any, by which Five Percent (5%) per annum of that per share
price exceeds the aggregate amount of all dividends paid in cash, in
each case since the date on which the other entity acquired the Twenty
Percent (20%) interest;
(2) After theother entity has acquired a Twenty Percent (20%)
interest and prior to the consummation of the business combination: (A)
the other entity shall have taken steps to ensure that the
Corporation's Board of Directors included at all times representation
by continuing Director(s) (as hereinafter defined) proportionate to the
stockholders of the public holders of the Corporation's Common Stock
not affiliated with the other entity (with a continuing Director to
occupy any resulting fractional board position); (B) the other entity
shall not have acquired any newly issued shares, directly or
indirectly, from the Corporation (except upon conversion of convertible
securities acquired by it prior to obtaining a Twenty Percent (20%)
interest or as a result of a pro rata share dividend or share split);
and (C) the other entity shall not have acquired any additional
outstanding shares of the Corporation's Common Stock or securities
convertible into shares of the Corporation's Common Stock except as a
part of the transaction that resulted in the other entity's acquiring
its Twenty Percent (20%) interest;
(3) The other entity shall not have (A) received the benefit,
directly or indirectly (except proportionately as a stockholder), of
any loans, advances, guarantees, pledges or other financial assistance
or tax credits provided by the Corporation or (B) made any major change
in the Corporation's business or equity capital structure without in
either case the approval of at least a majority of all the Directors
and at least two-thirds of the continuing Directors prior to the
consummation of the business combination; and
(4) A proxy statement responsive to the requirements of the
Securities Exchange Act of 1934 shall have been mailed to public
stockholders of the Corporation for the purpose of soliciting
stockholder approval of the business combination and shall have
contained at the front thereof, in a prominent place, any
recommendations as to the advisability (or inadvisability) of the
business combination that the continuing Directors, or any of them, may
choose to state and, if deemed advisable by a majority of the
continuing Directors, an opinion of a reputable investment banking firm
as to the fairness of the terms of the business combination, from the
point of view of the remaining public stockholders of the Corporation
(the investment banking firm to be selected by a majority of the
continuing Directors and to be paid a reasonable fee for its services
by the Corporation upon receipt of the opinion).
The provisions of this Article SEVENTH shall also apply to a business
combination with any other entity that at any time has been the beneficial
owner, directly or indirectly, of more than Twenty Percent (20%) of the
outstanding shares of the Corporation entitled to vote in elections of
Directors, considered for the purposes of this Article SEVENTH as one class,
notwithstanding the fact that the other entity has EXHIBIT (3) reduced its
shareholders below Twenty Percent (20%) if, as of the record date for the
determination of stockholders entitled to notice of and to vote on the business
combination, the other entity is an "affiliate" (as hereinafter defined) of the
Corporation.
(b) As used in this Article SEVENTH, (1) the term "other entity" shall
include any corporation, person or other entity and any other entity with which
it or its "affiliate" or "associate" (as defined below) has any agreement,
arrangement, or understanding, directly or indirectly, for the purpose of
acquiring, holding, voting, or disposing of shares of the Corporation, or that
is its "affiliate" or "associate" as those terms are defined in Rule 12b-2 of
the General Rules and Regulations under the Securities Exchange Act of 1934 as
in effect on September 1, 1986, together with the successors and assigns of
those persons in any transaction or series of transactions not involving a
public offering of the Corporation's shares within the meaning of the Securities
Act of 1933; (2) an other entity shall be deemed to be the beneficial owner of
any shares of the Corporation that the other entity (as defined above) has the
right to acquire pursuant to any agreement or upon exercise of conversion
rights, warrants or options, or otherwise; (3) the outstanding shares of any
class of the Corporation shall include shares deemed owned through application
of clause (2) above but shall not include any other shares that may be issuable
pursuant to any agreement or upon exercise of conversion rights, warrants or
options, or otherwise; (4) the term "business combination" shall include (A) the
sale, exchange, lease, transfer or other disposition by the Corporation of all,
or substantially all, of its assets or business to any other entity, (B) the
consolidation of the Corporation with or its merger into any other entity, (C)
the merger into the Corporation of any other entity, or (D) a combination or
major EXHIBIT (3) ity share acquisition in which the Corporation is the
acquiring corporation and its voting shares are issued or transferred to any
other entity or to stockholders of any other entity, and the term "business
combination" shall also include any agreement, contract or other arrangement
with an other entity providing for any of the transactions described in (A)
through (D) of this clause (4); (5) the term "continuing Director" shall mean
either a person who was a member of the Corporation's Board of Directors on
August 15, 1986, or a person who was elected to the Corporation's Board of
Directors by the public stockholders of the Corporation prior to the time when
the other entity acquired in excess of five percent (5%) of the shares of the
Corporation entitled to vote in the election of Directors, considered for the
purposes of this Article SEVENTH as one class, or a person recommended to
succeed a continuing Director by a majority of the continuing Directors; and (6)
for the purposes of Article SEVENTH, Section (a), clause (1), the term "other
consideration to be received" shall mean shares of the Corporation's Common
Stock retained by its existing public stockholders in the event of a business
combination with the other entity in which the Corporation is the surviving
corporation.
(c) A majority of the continuing Directors shall have the power and
duty to determine for the purposes of this Article SEVENTH, on the basis of
information known to them, whether (1) the other entity beneficially owns more
than Twenty Percent (20%) of the outstanding shares of the Corporation entitled
to vote in elections of Directors, (2) an other entity is an "affiliate" or
"associate" (as defined above) of another, or (3) an other entity has an
agreement, arrangement or understanding with another.
(d) Nothing contained in this Article SEVENTH shall be construed to
relieve any other entity from any fiduciary obligation imposed by law.
EIGHTH: Subject to the last sentence of this Article EIGHTH, the
Corporation reserves the right to amend and repeal any provision contained in
this Certificate of Incorporation including, without limiting the generality of
the foregoing, the addition of a provision requiring a supermajority vote of
stockholders to remove Directors. The provisions set forth in Articles SIXTH,
SEVENTH and this Article EIGHTH of this Certificate of Incorporation may not be
repealed or amended in any respect, unless such action is approved by the
affirmative vote of the holders of Sixty-Six and TwoThirds Percent (66-2/3%) of
all shares of the Corporation entitled to vote in elections of Directors,
considered for purposes of this Article EIGHTH as one class.
NINTH: No Director of this Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a Director; provided, however, that this Article NINTH shall not
eliminate the liability of a Director (a) for any breach of the Director's duty
of loyalty to the Corporation or its stockholders, (b) for acts or omissions not
in good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of Delaware, or (d)
for any transaction from which the Director derived an improper personal
benefit.
(4) In accordance with the applicable provisions of Sections 242 and
245 of the General Corporation Law of the State of Delaware, this Restated
Certificate of Incorporation has been duly adopted by the Directors of the
Corporation and by vote of the stockholders.
IN WITNESS WHEREOF, said HEALTHSOUTH Rehabilitation Corporation has
caused its corporate seal to be hereunto affixed and this Certificate to be
signed by Anthony J. Tanner, its Executive Vice President, and attested by
William W. Horton, its Assistant Secretary, this 29th day of December, 1994.
HEALTHSOUTH Rehabilitation Corporation
By /s/ ANTHONY J. TANNER
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Anthony J. Tanner
Executive Vice President
[ CORPORATE SEAL ]
ATTEST:
By /s/ WILLIAM W. HORTON
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William W. Horton
Assistant Secretary
