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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-A/A
For Registration of Certain Classes of Securities
Pursuant to Section 12(b) or 12(g) of the
Securities Exchange Act of 1934
Capstone Pharmacy Services, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 11-2310352
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(State of Incorporation or Organization (I.R.S. Employer
Identification No.)
2930 Washington Boulevard 21230
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(Address of Principal Executive Offices) (Zip Code)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please the effectiveness of a
check the following box. [ ] concurrent registration
statement under the Securities
Act of 1933 pursuant to
General Instruction A(c)(2)
please check the following
box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
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Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $.01 par value per share
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
The Company is authorized to issue common stock, par
value $.01 per share (the "Common Stock"), and Serial Preferred Stock, par
value $.01 per share (the "Preferred Stock"). The Company's Common Stock is
currently quoted on the Nasdaq Stock Market's National Market.
The following summary description of the capital stock of the Company is
qualified in its entirety by reference to the Company's Certificate of
Incorporation, as amended, and Bylaws, which are filed as exhibits hereto. This
description may be updated by reports subsequently filed with the Securities and
Exchange Commission for such purpose.
Common Stock
Holders of the Common Stock are entitled to one vote per share on all
matters to be voted on by the shareholders and are not entitled to cumulative
voting. Accordingly, the holders of a majority of the outstanding shares have
the power to elect all directors and to control the resolution of all issues put
to a vote of the shareholders. The shares of Common Stock have the following
rights, subject, in each case, to the rights of the holders of any outstanding
Preferred Stock: (a) to receive dividends, if any, as may be declared and paid
from time to time by the Board of Directors, in its discretion, from funds
legally available therefor, and (b) upon liquidation, dissolution or winding up
of the Company, to receive pro rata all assets remaining available for
distribution. There are no preemptive or other subscription rights, conversion
rights, or redemption or sinking fund provisions with respect to shares of the
Common Stock. All outstanding shares of the Common Stock are fully paid and
nonassessable. The rights and preferences of holders of Common Stock are
subject to, and may be adversely affected by, the rights of holders of shares of
any series of Preferred Stock which the directors, without shareholder approval,
may designate and issue in the future.
UNDER THE DELAWARE GENERAL CORPORATION LAW ("DGCL") SHAREHOLDERS MAY TAKE
CERTAIN ACTIONS WITHOUT THE HOLDING OF A MEETING BY A WRITTEN CONSENT OR
CONSENTS SIGNED BY THE HOLDERS OF A MAJORITY OF THE OUTSTANDING SHARES OF THE
COMMON STOCK OF THE COMPANY ENTITLED TO VOTE THEREON. Prompt notice of the
taking of any action without a meeting by less than unanimous consent of the
shareholders will be given to those shareholders who do not consent in writing
to the action. The purposes of this provision are to facilitate action by
shareholders and to reduce the corporate expense associated with annual and
special meetings of shareholders. Pursuant to the rules and regulations of the
Commission, if shareholder action is taken by written consent, the Company will
be required to send each shareholder entitled to vote on the applicable matter,
but whose consent was not solicited, an information statement containing
information substantially similar to that which would have been contained in a
proxy statement.
PREFERRED STOCK
The Company's Board of Directors may authorize the issuance of up to
500,000 shares of Preferred Stock in one or more series, and may fix by
resolution, to the extent permitted by the DGCL, the terms and rights of each
such series, including the voting powers, full or limited,
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if any, of the shares of such series and the designations, preferences, and
relative, participating, optional or other special rights, and qualifications,
limitations or restrictions thereof. The issuance of Preferred Stock by action
of the Board of Directors could adversely affect the voting power, dividend
rights and other rights of holders of the Common Stock. Issuance of a series of
Preferred Stock could also, depending on the terms of such series, either impede
or facilitate the completion of a merger, tender offer or other takeover
attempt. Although the Board of Directors is required to make a determination as
to the best interests of the shareholders of the Company when issuing Preferred
Stock, the Board of Directors could act in a manner that would discourage an
acquisition attempt or other transaction that some, or a majority, of the
shareholders might believe to be in the best interests of the Company or in
which shareholders might receive a premium for their stock over the then
prevailing market price. The authorized shares of Preferred Stock are
available for issuance without further action by the Company's shareholders,
unless such action is required by applicable law or the rules of any stock
exchange on which the Common Stock may then be listed.
Item 2. Exhibits
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Exhibit
No. Description
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1 Certificate of Incorporation of the Registrant (incorporated by
reference to Exhibit 3.1 to the Registrant's Quarterly Report on
Form 10-Q for the quarter ending August 31, 1995.)
2 Bylaws of the Registrant (incorporated by reference to Exhibit 3.3
to the Registrant's Quarterly Report on Form 10-Q for the quarter
ending August 31, 1995.)
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SIGNATURES
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:
CAPSTONE PHARMACY SERVICES, INC.
Date: July 18, 1996 By: /s/ Donald W. Hughes
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Donald W. Hughes
Vice President, Chief Financial Officer,
and Secretary
