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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
REHABCARE GROUP, INC.
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 51-0265872
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(STATE OF INCORPORATION (IRS EMPLOYER
OR ORGANIZATION) IDENTIFICATION NO.)
7733 Forsyth Blvd., 17th Floor, St. Louis, MO 65265
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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, par
value $.01 per share; New York Stock Exchange
Preferred Stock Purchase
Rights
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: Not applicable
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
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The capital stock of RehabCare Group, Inc. ("RehabCare") to be
registered on the New York Stock Exchange, Inc. is RehabCare's common
stock, par value $.01 per share (the "RehabCare Common Stock") and
related rights (the "Rights") to purchase Series A Junior Participating
Preferred Stock (the "Series A Preferred Stock").
COMMON STOCK, $.01 PAR VALUE
Holders of RehabCare Common Stock are entitled to one vote for
each share held of record on all matters submitted to a vote of the
stockholders, and are entitled to receive ratably such dividends as may
be declared by the Board of Directors of RehabCare out of funds legally
available therefor. In the event of a liquidation, dissolution or
winding up of RehabCare, holders of RehabCare Common Stock are entitled
to share ratably in all assets remaining after payment of liabilities
and subject to preferences in favor of the holders of Preferred Stock,
if any. Holders of RehabCare Common Stock have no preemptive rights, no
right to convert their RehabCare Common Stock into any other securities
and no right to vote cumulatively for the election of directors. There
are no redemption or sinking fund provisions with respect to RehabCare
Common Stock. The outstanding shares of RehabCare Common Stock are
fully paid and nonassessable. ChaseMellon Shareholder Services, 85
Challenger Road, Ridgefield Park, New Jersey 07660 is the transfer agent
for the RehabCare Common Stock. Ownership of RehabCare Common Stock
currently includes ownership of Preferred Stock Purchase Rights, which
trade with RehabCare Common Stock.
PREFERRED STOCK PURCHASE RIGHTS
GENERAL. Except as set forth below, each Right, when
exercisable, entitles the registered holder to purchase from RehabCare
one one sixty-seventh of a share of a series of Series A Preferred Stock
at a price of $35.00 per one sixty-seventh of a 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
RehabCare and ChaseMellon Shareholder Services, L.L.C., as Rights Agent.
The Rights are currently attached to the outstanding shares of RehabCare
Common Stock. No separate Rights Certificates (as defined below) will be
distributed until the earlier of (i) ten days following the first to occur
of (a) a public announcement that, without the prior written approval of a
majority of the Board of Directors of RehabCare, a person or group of
affiliated or associated persons (an "Acquiring Person") has acquired, or
obtained the right to acquire, 15% or more of the outstanding shares of
RehabCare Common Stock or (b) the date on which RehabCare first has notice
or otherwise determines that a person has become an Acquiring Person (the
first to occur of the events in clause (a) or (b) above being called the
"Stock Acquisition Date") or (ii) ten days following the commencement or
first public announcement of an intention to make a tender offer or exchange
offer (if such intention to commence remains in effect for five business days
after such commencement or announcement), without the prior written approval
of a majority of the Board of Directors of RehabCare, for 15% or more of the
outstanding shares of such RehabCare Common Stock (the earlier of the
dates in clause (i) or (ii) above being called the "Distribution Date").
The Rights are not exercisable until the Distribution Date. The Rights
will expire on October 1, 2002, unless earlier redeemed or exchanged by
RehabCare, as described below.
CERTIFICATES. Until a Right is exercised or exchanged, the holder
thereof, as such, will have no rights as a stockholder of RehabCare,
including, without limitation, rights to vote, to receive dividends or
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distributions, to give or withhold consent to any corporate action or to
receive notice of meetings or other actions affecting stockholders.
Until the Distribution Date (or earlier redemption or expiration of the
Rights), new RehabCare Common Stock certificates issued upon transfer,
new issuance or issuance from RehabCare's treasury, will contain a
notation incorporating the Rights Agreement by reference. Until the
Distribution Date (or earlier redemption or expiration of the Rights),
the Rights may only be transferred with RehabCare Common Stock, and
surrender for transfer of any of RehabCare Common Stock certificates
will also constitute the transfer of the Rights associated with
RehabCare Common Stock represented by such certificate. As soon as
practicable following the Distribution Date, separate certificates
evidencing the Rights ("Right Certificates") will be mailed to holders
of record of RehabCare Common Stock as of the Close of Business on the
Distribution Date, and such separate certificates alone will then
evidence the Rights.
ANTI-DILUTION PROVISIONS. The Purchase Price payable, and the
number of shares of Series A Preferred Stock or other securities or
property issuable, upon exercise of the Rights are subject to adjustment
from time to time to prevent dilution (i) in the event of a declaration
of a stock dividend on, or a subdivision, combination or an issuance of
shares of RehabCare Common Stock or reclassification of the Series A
Preferred Stock, (ii) upon the determination of a record date for the
distribution to holders of Series A Preferred Stock of rights or
warrants to subscribe for shares of Series A Preferred Stock or
securities convertible into Series A Preferred Stock at less than the
then current market price of the Series A Preferred Stock, or (iii) upon
the determination of a record date for the distribution to holders of
Series A Preferred Stock of evidences of indebtedness, cash or assets
(excluding regular periodic cash dividends out of earnings or retained
earnings or dividends payable in Series A Preferred Stock) or of
convertible securities, subscription rights or warrants (other than
those referred to above). With certain exceptions, no adjustments in
the Purchase Price or the number of shares covered by each Right will be
required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price.
MERGER RIGHTS. In the event that, following the Distribution
Date, (i) RehabCare consolidates with or merges into another person, or
(ii) such person consolidates with or merges into the surviving
corporation in which all or part of RehabCare Common Stock is exchanged
for securities of another person, cash or other property, or
(iii) RehabCare sells or otherwise transfers, in one or more
transactions, 50% or more of its assets or earning power, proper
provision shall be made so that each holder of a Right (other than the
Acquiring Person or any affiliate or associate of the Acquiring Person)
shall thereafter have the right to receive, upon the exercise of the
Right and payment of the Purchase Price, that number of shares of common
stock of the surviving or purchasing company (or, in certain cases, one
of its affiliates) which at the time of such transaction would have a
then current market value of two times the Purchase Price (such right
being called the "Merger Right").
SUBSCRIPTION RIGHTS. In the event that any person shall become an
Acquiring Person, proper provision shall be made so that each holder of
a Right (other than the Acquiring Person or any affiliate or associate
of the Acquiring Person) will thereafter have the right to receive upon
exercise of the Right and payment of the Purchase Price that number of
shares (or fractional shares) of RehabCare Common Stock having a then
current market value of two times the Purchase Price of the Right,
subject to the availability of a sufficient number of treasury shares or
authorized but unissued shares (such right being called the
"Subscription Right"). The holder of a Right will continue to have the
Merger Right even if no Subscription Right inures or, if such
Subscription Right inures, unless and until such holder exercises the
Subscription Right.
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EXCHANGE. At any time after a person becomes an Acquiring Person
but prior to such time as any person becomes the beneficial owner of 50%
or more of the outstanding shares of RehabCare Common Stock, RehabCare
may elect to effect a full or partial exchange of Rights (an "Exchange")
for RehabCare Common Stock at an exchange ratio of one share of
RehabCare Common Stock for each Right owned. Alternatively, RehabCare
may elect to effect an Exchange using Series A Preferred Stock at an
exchange ratio of one one-hundredth of a share of Series A Preferred
Stock for each Right owned.
RIGHTS HELD BY ACQUIRING PERSON. Any Rights that are beneficially
owned by an Acquiring Person or an affiliate or an associate of an
Acquiring Person will become null and void upon the occurrence of any of
the events giving rise to the exercisability of the Merger Right or the
Subscription Right. Any holder of such Rights will have no right to
exercise such Rights from and after the occurrence of such an event
insofar as they relate to the Merger Right or the Subscription Right.
Rights that are beneficially owned by an Acquiring Person or its
affiliates or associates will also be null and void for purposes of an
Exchange and such holders will have no right to receive RehabCare Common
Stock or Series A Preferred Stock in exchange for Rights if RehabCare
elects to effect an Exchange.
FRACTIONAL SHARES. No fractional shares of RehabCare Common Stock
or other securities issuable upon exercise of the Rights (other than
Series A Preferred Stock) will be issued in the exercise of a Merger
Right or Subscription Right or upon an Exchange. In lieu of fractional
shares, an adjustment in cash will be made based on the market price of
RehabCare Common Stock on the last trading date prior to the date of
exercise or exchange of such Right.
REDEMPTION. At any time prior to a person becoming an Acquiring
Person, a majority of the Board of Directors of RehabCare may elect to
redeem the Rights in whole, but not in part, at a price of $.01 per
Right (the "Redemption Price"). Immediately upon the action of the
Board of Directors electing to redeem the Rights, RehabCare shall make
announcement thereof, and the right to exercise the Rights will
terminate and the only right of the holders of Rights will be to receive
the Redemption Price.
DESCRIPTION OF THE SERIES A PREFERRED STOCK. The Series A
Preferred Stock purchasable upon exercise of the Rights or issuable upon
an Exchange will be nonredeemable and junior to any other series of
preferred stock RehabCare may issue (unless otherwise provided in the
terms of such stock). Each share of Series A Preferred Stock will have
a preferential dividend in an amount equal to the greater of $1.00 per
share or 100 times any dividend declared on each share of RehabCare
Common Stock. In the event of liquidation, the holders of Series A
Preferred Stock will receive a preferred liquidation payment per share
equal to the greater of $100.00 or 100 times the payment made per each
share of RehabCare Common Stock. Each one one-hundredth of a share of
Series A Preferred Stock will have one vote on all matters submitted to
the vote of stockholders of RehabCare and will vote together as one
class with the holders of shares of RehabCare Common Stock and the
holders of any other capital stock of RehabCare having general voting
rights. In the event of any merger, consolidation or other transaction
in which shares of RehabCare Common Stock are exchanged for stock or
securities of another person, cash or property, each share of Series A
Preferred Stock will be entitled to receive 100 times the amount and
type of consideration received per share of RehabCare Common Stock. The
rights of the Series A Preferred Stock as to dividends, liquidation and
voting, and in the event of mergers and consolidations, are protected by
customary anti-dilution provisions. Fractional shares of Series A
Preferred Stock in integral multiples of one one-hundredth of a share of
Series A Preferred Stock will be issuable; however, RehabCare may elect
to distribute depositary receipts in lieu of such fractional shares. In
lieu of fractional shares other than fractions that are multiples of one
one-hundredth of a share of Series A Preferred Stock, an adjustment in
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cash will be made based on the market price of the Series A Preferred
Stock on the last trading date prior to the date of exercise or exchange
of such Rights.
ANTI-TAKEOVER EFFECTS. The Rights may have the effect of impeding
a change in control of RehabCare without the prior consent of
RehabCare's Board of Directors. The Rights will cause substantial
dilution to a person that attempts to acquire RehabCare without
conditioning the offer on redemption of the Rights by the Board of
Directors of RehabCare or on the acquisition by such person of a
substantial number of Rights. The Rights should not interfere with any
merger, consolidation or other business combination approved by the
Board of Directors since the Rights may be redeemed by the Board as
described above.
Item 2. Exhibits.
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1. Rights Agreement, dated as of September 21, 1992, filed as
Exhibit 1 to Form 8-A, dated September 22, 1992 is
incorporated herein by reference.
2. All exhibits required by Instruction II to Item 2 of Form 8-A
will be supplied to the New York Stock Exchange.
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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 thereto duly
authorized.
REHABCARE GROUP, INC.
Date: November 30, 1998 By: \s\ John R. Finkenkeller
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John R. Finkenkeller, Senior Vice President,
Chief Financial Officer and Secretary
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